Common use of S 3 Registration Shelf Registration Clause in Contracts

S 3 Registration Shelf Registration. (a) S-3 Registration. If at any time (i) one or more Stockholders of Registrable Securities representing 50% or more of the Registrable Securities then outstanding request that the Company and the Trust file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such Stockholder or Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $10 million, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then each of the Company and the Trust shall, as expeditiously as possible following such Request, use its commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever the Company and the Trust are required by this Section 2.3 to use their commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) (including but not limited to the requirements that the Company and the Trust (A) notify all Stockholders owning Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Section 2.1(a) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Stockholders owning Registrable Securities shall have been entitled to join pursuant to this Agreement. The number of S-3 Registrations that the Company and the Trust are obligated to effect shall be limited to three, and the Company and the Trust shall not be obligated to effect more than two S-3 Registrations in any calendar year. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

S 3 Registration Shelf Registration. (a) S-3 Registration. If at any time (i) one or more Stockholders Holders of ---------------- Registrable Securities representing 5025% or more of the Registrable Securities then outstanding request that the Company and the Trust file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such Stockholder Holder or StockholdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $10 million1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then each of the Company and the Trust shall, as expeditiously as possible following such Request, use its commercially reasonable best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an -------- Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever Registration").Whenever the Company and the Trust are is required by this Section 2.3 to use their commercially reasonable its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (including but not limited to the requirements that the Company and the Trust (A) notify all Stockholders owning Holders of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable best efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Section Sections 2.1(a) and 2.1(e) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Stockholders owning Holders of Registrable Securities shall have been entitled to join pursuant to this AgreementAgreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. The There is no limitation on the number of S-3 Registrations that the Company and the Trust are is obligated to effect shall be limited to three, and the Company and the Trust shall not be obligated to effect more than two S-3 Registrations in any calendar yeareffect. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

S 3 Registration Shelf Registration. (a) Notwithstanding anything in Section 2.1 or Section 2.2 to the contrary, in case the Company shall receive from any Principal Stockholder a written request or requests that the Company effect a registration on Form S-3 Registration. If at and any time (i) one related qualification or more Stockholders of Registrable Securities representing 50% compliance with respect to all or more a part of the Registrable Securities owned by such Principal Stockholder, and the Company is then outstanding eligible to use Form S-3 for the resale of Registrable Securities, the Company shall: (1) as promptly as reasonably practicable, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (2) as promptly as reasonably practicable, file and use reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Principal Stockholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3 (or, with respect to a request under Section 2.4, any Shelf Take-Down pursuant to Section 2.4): (A) if Form S-3 is not available for such offering by the Principal Stockholders; (B) solely with respect to filing and causing the effectiveness of a registration on Form S-3 or effecting a Marketed Underwritten Shelf Take-Down, if the Principal Stockholders, together with the holders of any Registrable Securities entitled to inclusion in such registration (or Marketed Underwritten Shelf Take-Down, as applicable), propose to sell Registrable Securities at an aggregate price to the public (before any underwriters’ discounts or commissions) of less than $20 million; (C) [reserved] (D) solely with respect to filing and causing the effectiveness of a registration on Form S-3, subject to Section 2.3(d), if the Company has, within the 90-day period preceding the date of such request, already effected one registration on Form S-3 for a Principal Stockholder pursuant to this Section 2.3 (but, for the avoidance of doubt, regardless of whether any Shelf Take-Downs have been effected during such period); provided, that any such registration shall be deemed to have been “effected” if the registration statement relating thereto (x) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Principal Stockholder included in such registration have actually been sold thereunder, and (y) has remained effective for a period of at least 180 days; or (E) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (b) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered, as promptly as reasonably practicable, after receipt of the request or requests of the Principal Stockholders (the “Form S-3 Registration Statement”) and any such Principal Stockholder may request inclusion of a plan of distribution in accordance with Section 2.7(i) and/or that such Form S-3 Registration Statement constitute a shelf offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Form S-3 Shelf Registration Statement”), in which case the provisions of Section 2.4 shall also be applicable. (c) If a Principal Stockholder intends to distribute the Registrable Securities covered by its request under this Section 2.3 by means of a Marketed Underwritten Shelf Take-Down pursuant to Section 2.4(b), it shall so advise the Company as a part of its request made pursuant to this Section 2.3 and, subject to the limitations set forth in Section 2.3(a), the Company shall include such information in the written notice referred to in Section 2.3(a). In such event, the right of any Holder to include Registrable Securities in such registration (or Underwritten Shelf Take-Down, as applicable) shall be conditioned upon such Holder’s participation in such underwriting and the Trust file inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.3 or Section 2.4, if the lead underwriter or managing underwriter advises the Company in writing that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall provide a copy of such notice to each Selling Holder and include in such offering: (1) first, Registrable Securities owned by the Principal Stockholders that are requested to be included in such registration pursuant to Section 2.3 and Section 2.4 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Registrable Securities owned by the Principal Stockholders requesting inclusion in such registration; (2) second, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to Section 2.3 and Section 2.4 and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Registrable Securities owned by the Other Holders requesting inclusion in such registration; (3) third, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and (4) fourth, the Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such offering that can be sold without having ​ ​ the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons seeking inclusion in such offering. (d) Notwithstanding the foregoing, if the Company shall receive from any Principal Stockholder of Registrable Securities then outstanding a written request or requests under Section 2.3 that the Company effect a registration statement on Form S-3 or any successor form thereto for a public offering that includes only those items and that information that is required to be included in parts I and II of all or any portion of the shares of Registrable Securities held by such Stockholder or Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $10 millionForm, and does not include any additional or extraneous items of information (ii) the Company is e.g., a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then each lengthy description of the Company and or the Trust shallCompany’s business) (an “Ordinary S-3 Registration Statement”), as expeditiously as possible following then Section 2.3(a)(2)(D) shall not apply to such RequestOrdinary S-3 Registration Statement request. (e) Upon the written request of any Principal Stockholder, use its commercially reasonable efforts prior to register under the Securities Act on expiration of effectiveness of any existing Form S-3 or any successor form thereto, for public sale Shelf Registration Statement in accordance with Rule 415, the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means Company shall file and seek the effectiveness of a new Form S-3 Shelf Registration) Registration Statement in order to permit the continued offering of the Registrable Securities specified in included under such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "existing Form S-3 Registration"). Whenever the Company and the Trust are required by this Section 2.3 to use their commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) (including but not limited to the requirements that the Company and the Trust (A) notify all Stockholders owning Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable efforts to have such S-3 Shelf Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Section 2.1(a) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Stockholders owning Registrable Securities shall have been entitled to join pursuant to this Agreement. The number of S-3 Registrations that the Company and the Trust are obligated to effect shall be limited to three, and the Company and the Trust shall not be obligated to effect more than two S-3 Registrations in any calendar year. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2Statement.

S 3 Registration Shelf Registration. (a) S-3 Registration. If at any time (i) one or more Stockholders of Registrable Securities representing 50% or more of the Registrable Securities then outstanding request that the Company and the Trust file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such Stockholder or Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $10 million, million and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then each of the Company and the Trust shall, as expeditiously as possible following such Request, use its commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever the Company and the Trust are is required by this Section 2.3 to use their its commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) (including but not limited to the requirements that the Company and the Trust (A) notify all Stockholders owning Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Section 2.1(a) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.3 within 90 ninety (90) days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Stockholders owning Registrable Securities shall have been entitled to join pursuant to this Agreement. The number of S-3 Registrations that the Company and the Trust are is obligated to effect shall be limited to three, and the Company and the Trust shall not be obligated to effect more than two S-3 Registrations in any calendar year. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

S 3 Registration Shelf Registration. (a) S-3 Registration. If at any time (i) one or more Stockholders of Registrable Securities representing 50% or more of the Registrable Securities then outstanding request that the Company and the Trust file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities held by such Stockholder or Stockholders, the reasonably anticipated aggregate price to the public of which would exceed $10 million10,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then each of the Company and the Trust shall, as expeditiously as possible following such Request, use its commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever the Company and the Trust are is required by this Section 2.3 to use their its commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) (including but not limited to the requirements that the Company and the Trust (A) notify all Stockholders owning Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its commercially reasonable efforts to have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration (and any reference in such Section 2.1(a) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the contrary contained herein, no Request may be made under this Section 2.3 within 90 days after the effective date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in which the Stockholders owning Registrable Securities shall have been entitled to join pursuant to this Agreement. The number of S-3 Registrations that the Company and the Trust are is obligated to effect shall be limited to three, and the Company and the Trust shall not be obligated to effect more than two S-3 Registrations in any calendar year. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.