Common use of Resale Shelf Registration Statements Clause in Contracts

Resale Shelf Registration Statements. Within 90 days of the Closing Date, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (the “Resale Shelf Registration Statement”). If any additional Common Shares become Registrable Securities, the Company shall use its commercially reasonable efforts to amend the Shelf Registration Statement, or file a new Shelf Registration Statement, within 10 days to include such additional Common Shares. The Resale Shelf Registration Statement shall not include the Registrable Securities of any Person who is not a Holder under this Agreement. Each Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Resale Shelf Registration Statement and while such Resale Shelf Registration continues to be effective under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as practicable after the filing thereof (it being agreed that each Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company), but in any event by the first anniversary of the Closing Date.

Resale Shelf Registration Statements. (i) Within 90 days five (5) Business Days after the Filing Deadline for the Company’s first Annual Report on Form 10-K required to be filed with the Commission after the consummation of the Closing DateCompany’s initial public offering, the Company shall use its commercially reasonable efforts to prepare and file submit or cause to be prepared and submitted with the SEC Commission a registration statement covering the sale or distribution from time DRS Submission of a Shelf Registration Statement for an offering to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, Act registering the resale from time to permit time by the public resale Holders of all of the Registrable Securities on held by the terms and conditions specified in this Section 2.01 Holders through any method legally available to the Holders (the “Resale Shelf Registration Statement”). If The Resale Shelf Registration Statement shall be on Form S-1, and the Company shall use commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as reasonably practicable after the Company is eligible to use Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than five (5) Business Days after the Commission notifies the Company that it will not review the Resale Shelf Registration Statement, if applicable; provided that the Company will not be required to cause the initial Resale Shelf Registration Statement to be declared effective any additional Common Shares become Registrable Securitiesearlier than 48 hours after it is publicly filed with the Commission and such five Business Day requirement shall be extended by a reasonable amount if a Holder provides a withdrawal notice during such period pursuant to section 2(b)(iv) hereunder. Once effective, subject to Section 3(o), the Company shall use its commercially reasonable efforts to amend keep the Resale Shelf Registration StatementStatement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available, or file including, if the Company becomes a new WSKI, to cause the Resale Shelf Registration StatementStatement to be in the form of an Automatic Shelf Registration Statement for such purpose on Form S-3, within 10 days or, if not available, to include such additional Common Sharesensure that another Registration Statement is available, under the Securities Act at all times for the public resale of all of the Registrable Securities until the end of the Effectiveness Period. The Resale Shelf Registration Statement shall not include the Registrable Securities of any Person who is not a Holder under this Agreement. Each Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus Prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC Commission then in effect) at any time beginning on the Effective Date effective date for such Registration Statement, and the Company shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or successor thereto) under the Securities Act no later than the second Business Day after the Resale Shelf Registration Statement and while such becomes effective. The Resale Shelf Registration continues Statement shall provide that the Registrable Securities may be sold pursuant to be effective under any method or combination of methods legally available to, and requested by, the Securities ActHolders. The Company shall use its commercially reasonable efforts Without limiting the foregoing, subject to cause any Resale Shelf comments from the Commission, each Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as practicable after the filing thereof (it being agreed that each Resale Shelf Registration Statement 2(a) shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company), but in any event include a “plan of distribution” approved by the first anniversary of Initial Holders or to which the Closing DateInitial Holders have not objected after reasonable advance notice.

Resale Shelf Registration Statements. Within 90 15 days of each issuance of Registrable Securities pursuant to either of the Closing DateFinancing Agreements, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a registration statement (including a prospectus supplement to an already effective registration statement) covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 or Rule 424(b)(7), as applicable, of the Securities Act, to permit the public resale of all such Registrable Securities on the terms and conditions specified in this Section 2.01 (the “Resale Shelf Registration Statement”). If any additional Common Shares become ) or, if Registrable SecuritiesSecurities are issued pursuant to either of the Agreements after the filing of the Resale Shelf Registration Statement, the Company shall to use its commercially reasonable efforts to amend the Shelf Registration Statement, or file a new Shelf Registration Statement, within 10 days to include such additional Registrable Securities. If any additional Common Shares. The Resale Shares become Registrable Securities, the Company shall use its commercially reasonable efforts to amend the Shelf Registration Statement shall not (including a prospectus supplement to an already effective registration statement), or file a new Shelf Registration Statement, within 10 days to include the Registrable Securities of any Person who is not a Holder under this Agreementsuch additional Common Shares. Each Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Resale Shelf Registration Statement and while such Resale Shelf Registration continues to be effective under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as practicable after the filing thereof (it being agreed that each Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company), but in any event by the first anniversary of the Closing DateEffectiveness Deadline.