Common use of Shelf Registration Demand Registrations Clause in Contracts

Shelf Registration Demand Registrations. (a) As soon as practicable following the date on which CMTG first becomes eligible to use a Form S-3 registration statement, but in no event later than thirty (30) days after such date, CMTG agrees to use its best efforts to file with the SEC a registration statement on Form S-3 covering the resale at any time or from time to time of all Registrable Securities pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC (the “Shelf Registration Statement”). (i) Subject to Section 2.1(c), CMTG shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Shelf Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify CMTG. (ii) CMTG shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the period beginning on the date on which the Shelf Registration Statement is declared effective and ending on the date that all of the Registrable Securities registered under the Shelf Registration Statement cease to be Registrable Securities. During the period that the Shelf Registration Statement is effective, CMTG shall supplement or make amendments to the Shelf Registration Statement, if required by the Securities Act or if reasonably requested by the Holders (whether or not required by the form on which the securities are being registered), including to reflect any specific plan of distribution or method of sale, and shall use commercially reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. (b) If, at any time beginning when CMTG first meets the Registrant Requirement set forth in General Instruction I.A.3.(a) of Form S-3 and while there still remain Registrable Securities, CMTG is no longer eligible to use Form S-3 or, notwithstanding its obligations under Subsection 2.1(a), otherwise ceases to maintain an effective Shelf Registration Statement, CMTG receives a request from one or more Holders (the “Demand Party”) that CMTG file a registration statement on an appropriate form which CMTG is then eligible to use, with respect to outstanding Registrable Securities, then CMTG shall (i) promptly give written notice of such requested registration to the other Holders and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Demand Party, file a registration statement on an appropriate form which CMTG is then eligible to use under the Securities Act covering the resale at any time or from time to time, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, of all Registrable Securities requested to be included in such registration by the Demand Party, as specified in its request to CMTG (a “Demand Registration Statement”), and the other Holders that have requested that their Registrable Securities be included in such registration within ten (10) days after receiving the notice from CMTG in clause (i) above, in each case subject to the limitations of Subsection 2.1(c). The Demand Party shall have the right to promptly notify CMTG that the Demand Party has determined that the Demand Registration Statement be abandoned or withdrawn, in which event CMTG, after receipt of reasonable notice from the Demand Party of such request, shall use its best efforts to effect or cause the abandonment or withdrawal of such registration. The Company shall not be required to file more than two (2) Demand Registration Statements in any twelve (12) month period or four (4) Demand Registration Statements in the aggregate. A request that does not result in an effective Registration Statement under the Securities Act shall not be counted as a utilized request for purposes of the limits in the preceding sentence. (i) Notwithstanding the foregoing obligations, if CMTG furnishes to the requesting Holder or Holders a certificate signed by CMTG’s chief executive officer stating that in the good faith judgment of CMTG’s Board of Directors it would be materially detrimental to CMTG and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, or to allow the Holders to sell securities pursuant to the registration statement or similar document under the Securities Act filed pursuant to this Section 2, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving CMTG or an underwritten primary offering of CMTG’s Securities; (ii) based on the reasonable advice of CMTG’s counsel, require premature disclosure of material non-public information that CMTG has a bona fide business purpose for preserving as confidential; (iii) be impractical due to the consummation or probable consummation of any business combination by the Company for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the Securities Act; or (iv) render CMTG unable to comply with requirements under the Securities Act or Exchange Act, then CMTG shall have the right to defer taking action with respect to such filing, or to require the Holders not to sell securities pursuant to such registration statement or other document or otherwise suspend the use of effectiveness of such registration statement or other document, for a period of not more than sixty (60) days (a “Black-Out Period”) after the request of the Holders is given; provided, however, that CMTG may not invoke this right more than once in any twelve (12) month period; and provided further that CMTG shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period. (ii) In the event of any suspension pursuant to this Section 2.1(c), CMTG shall use its reasonable best efforts to keep the Holders apprised of the estimated length of the anticipated delay and such information shall be kept confidential and used by the Holders solely for purposes of planning in connection with the exercise of their rights hereunder. CMTG will notify the Holders promptly upon the termination of the Black-Out Period. Upon notice by CMTG to the Holders of any determination to commence a Black-Out Period, the Holders shall, except as required by applicable law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Black-Out Period strictly confidential, and during any Black-Out Period, promptly halt any offer, sale, trading or transfer of any Common Stock for the duration of the Black-Out Period under the applicable Demand Registration Statement or Shelf Registration Statement until CMTG has provided notice to the Holders that the Black-Out Period has been terminated. (iii) After the expiration of any Black-Out Period and without any further request from any Holder, CMTG shall, as promptly as reasonably practicable, prepare a registration statement or post-effective amendment or supplement to the applicable Demand Registration Statement, Shelf Registration Statement or prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.