Common use of Shelf Registration Filing Clause in Contracts

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty (i30) The days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), the Company shall prepare file with the Commission a registration statement (the "SHELF REGISTRATION STATEMENT") relating to the offer and file as promptly as practicable after sale of all Registrable Securities by the Effective Date under Holders to the Merger Agreementpublic, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (on a delayed or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)continuous basis. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in such a Prospectus supplement. To this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall use its commercially reasonable efforts to convert such Form S-1 to a file the Shelf Registration Statement on Form S-3 as soon as practicable after or, if the Company is eligible to use Form S-3, and, if at or the time offering of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to does not satisfy the requirements for use of such form, such other form as may be continuously effective under appropriate; provided, that if the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date not filed on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b)Form S-3, the Company shall be deemed not shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to have used reasonable best efforts to keep a the Shelf Registration Statement effective during to convert it to Form S-3. Notwithstanding the Shelf Period if foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company intentionally takes any action or omits will not be obligated to take any action that would result in Holders of to effect the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including period commencing with the documents incorporated therein by reference), will comply as to form with all applicable requirements Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Securities Act and Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Exchange Act and will not contain an untrue statement of a material fact or omit Holders pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3Section 3.1 hereof, if continuing while the Company is no longer eligible uses reasonable best efforts to use Form S-3 pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the “Determination Date”)Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within 10 days after such Determination Date45-day period, the Company shall (A) give written notice thereof have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to all of the Holders and (B) file a Registration Statement on an appropriate form Rule 135 (or a post-effective amendment converting its successor) promulgated under the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by Securities Act thereby enabling the Holders to sell their Registrable SecuritiesSecurities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. (i) The Within five Business Days after the date hereof, the Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Shelf Registration Statement under the Securities Act to permit the public resale by the Holder of the Covered Company Shares all Registrable Securities from time to time, including time as permitted by Rule 415 under the Securities Act and subject to the terms and conditions specified in this Section 2(a). The Company shall use commercially reasonable efforts to cause any such Shelf Registration Statement to become or be declared effective as soon as practicable after the filing thereof, including by filing an Automatic Shelf Registration Statement that becomes effective upon filing with the Commission in accordance with Rule 462(e) under the Securities Act to the extent the Company is then a WKSI. Promptly following the Effective Date of the Shelf Registration Statement, the Company shall notify the Holder of the effectiveness of such Registration Statement. (ii) The Shelf Registration Statement 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 such Registrable Securities and shall contain a Prospectus in such form as to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision rule adopted by the Commission then in forceeffect) with respect to all Covered Company Shares (at any time beginning on the “Shelf Effective Date for such Registration Statement”). The Shelf Registration Statement filed shall provide for the resale of all the Registrable Securities included therein pursuant to any method or combination of methods legally available to the Holder. (iii) The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain continuously effective, and to be supplemented and amended to the extent necessary to ensure that the Shelf Registration Statement is available for the resale by the Holder of all Registrable Securities as permitted by Rule 415 under the Securities Act and subject to the terms, conditions and restrictions of this Section 2.01(aAgreement, until the earlier of (A) shall be two years after the Effective Date or (B) the date on Form S-3 if which all Registrable Securities covered by such Registration Statement have been sold (the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3“Effectiveness Period”); provided, however, that if such period shall be extended for a Prospectus supplement will be used period of time equal to the period a Holder is required to refrain from selling any securities included in connection with such Registration Statement at the marketing request of an Underwritten Offering from underwriter of the Company or the Company pursuant to this Agreement or an underwriters’ lock-up agreement. (iv) At the time it becomes effective, (A) the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), ) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders misleading and (B) file in the case of any Prospectus contained in the Shelf Registration Statement, such Prospectus will not include any untrue statement of a Registration Statement on an appropriate form (material fact or omit to state a post-effective amendment converting material fact necessary in order to make the Form S-3 to an appropriate form) covering all statements therein, in the light of the Registrable Securitiescircumstances under which such statements are made, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securitiesnot misleading.

Shelf Registration Filing. (ia) The Company shall prepare as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date, file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering, subject to Section 3.03, the public resale of all of the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and file shall use its commercially reasonable efforts to cause such Form S-1 Shelf to be declared effective as promptly soon as practicable after the Effective Date under the Merger Agreementfiling thereof, but in no event later than the earlier of (ai) 120 days the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day after the Effective Date if date the Company is notified (1orally or in writing, whichever is earlier) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after by the Effective Date if Commission that the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the Securities Act to permit the public resale of the Covered Company Shares from time Registrable Securities included therein pursuant to timeany method or combination of methods legally available to, including as permitted by Rule 415 under the Securities Act (or and requested by, any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)Holder named therein. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such maintain a Prospectus supplement. To the extent, Shelf in accordance with the previous sentenceterms hereof, and shall prepare and file with the Company files SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement on continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1S-1 Shelf, the Company shall use its commercially reasonable efforts to convert such the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Shelf Registration Statement on Form S-3 (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.01(a), and, if at the time but in any event within one (1) business day of such filing date, the Company is a WKSI, shall notify the Form S-3 shall be filed as an Automatic Shelf Holders of the effectiveness of such Registration Statement. Subject to Section 2.01(b)When deemed effective, the Company will use reasonable best efforts to cause the initial Shelf a Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), ) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty (i30) The days following the issuance by the Company's independent public accountants of their audit report covering the Company's post-emergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), the Company shall prepare file with the Commission a registration statement (the "SHELF REGISTRATION STATEMENT") relating to the offer and file as promptly as practicable after sale of all Registrable Securities by the Effective Date under Holders to the Merger Agreementpublic, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (on a delayed or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)continuous basis. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in such a Prospectus supplement. To this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall use its commercially reasonable efforts to convert such Form S-1 to a file the Shelf Registration Statement on Form S-3 as soon as practicable after or, if the Company is eligible to use Form S-3, and, if at or the time offering of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to does not satisfy the requirements for use of such form, such other form as may be continuously effective under appropriate; provided, that if the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date not filed on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b)Form S-3, the Company shall be deemed not shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to have used reasonable best efforts to keep a the Shelf Registration Statement effective during to convert it to Form S-3. Notwithstanding the Shelf Period if foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company intentionally takes any action or omits will not be obligated to take any action that would result in Holders of to effect the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including period commencing with the documents incorporated therein by reference), will comply as to form with all applicable requirements Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Securities Act and Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Exchange Act and will not contain an untrue statement of a material fact or omit Holders pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3Section 3.1 hereof, if continuing while the Company is no longer eligible uses reasonable best efforts to use Form S-3 pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the “Determination Date”)Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within 10 days after such Determination Date45-day period, the Company shall (A) give written notice thereof have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to all of the Holders and (B) file a Registration Statement on an appropriate form Rule 135 (or a post-effective amendment converting its successor) promulgated under the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by Securities Act thereby enabling the Holders to sell their Registrable SecuritiesSecurities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 Subject to Section 4.1(b) and Sections 5.2 and 5.3 hereof, within sixty (60) days after following a written request by a Holder (a “Shelf Request”), Lionsgate shall file with the Effective Date if the Company is (1) required Commission, and use its reasonable efforts to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSIhave declared effective as soon as practicable, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public from time to time, on a delayed or continuous basis. Subject to Section 4.3(c) hereof, any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be deemed to constitute a Demand Registration. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if Lionsgate or the Company is eligible to offering of the Registrable Securities does not satisfy the requirements for use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3of such form, such other form as may be appropriate; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and is not filed on Form X-0, Xxxxxxxxx shall, promptly upon meeting the managing underwriter requirements for use of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing thatform, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance file an appropriate amendment to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 it to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic . (b) Any subsequent Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause Requests after the initial Shelf Registration Statement filed Request pursuant to this Section 2.01(a4.1(a) to become effective prior to may only be made after such date that the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering Liberty Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Registrable Securities to be continuously effective under the Securities Act from and after Liberty Group as of the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such immediately prior Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingRequest. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. As soon as practicable but no later than twenty one (i21) calendar days following the date of the closing of the Business Combination, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of a reasonably practicable time prior to such submission or filing, and assuming for purposes of the Conversion Shares that (x) the Convertible Debentures are convertible at the Floor Price (as defined therein) as of the date of determination and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the forty fifth (45th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any reasonable method or combination of reasonable methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as promptly as practicable after may be necessary to keep a Shelf continuously effective, available for use to permit the Effective Date under Holders named therein to sell their Registrable Securities included therein and in compliance with the Merger Agreement, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under provisions of the Securities Act to permit until such time as there are no longer any Registrable Securities. In the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if event the Company is eligible to use Form S-3 or files a Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable SecuritiesShelf, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To convert the extent, in accordance with the previous sentence, the Company files a Form S-1 Shelf (and any Subsequent Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 Statement) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, andshall, if at for the time avoidance of such filing the Company is a WKSIdoubt, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading3.4. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (i) The Company shall prepare as soon as reasonably practicable, but in any event within thirty (30) days after the Closing, file with the Commission a Registration Statement on Form S-3ASR or Form S-3 (the “Form S-3 Shelf”), or to the extent the Company is ineligible to use Form S-3ASR or Form S-3, a Registration on Form S-1 (the “Resale Form S-1”), covering, subject to Section 3.04(a), the public resale of all of the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis and file shall use its commercially reasonable efforts to cause such Shelf to be, become or be declared effective, as promptly applicable, as soon as practicable after the Effective Date under the Merger Agreementfiling thereof, but in no event later than the earlier of (ai) 120 days the 60th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Shelf) following the Closing and (ii) the 3rd business day after the Effective Date if date the Company is notified (1orally or in writing, whichever is earlier) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after by the Effective Date if Commission that the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the Securities Act to permit the public resale of the Covered Company Shares from time Registrable Securities included therein pursuant to timeany method or combination of methods legally available to, including as permitted by Rule 415 under the Securities Act (or and requested by, any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)Holder named therein. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such maintain a Prospectus supplement. To the extent, Shelf in accordance with the previous sentenceterms hereof, and shall prepare and file with the Company files SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement on continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of any Resale Form S-1, if applicable, the Company shall use its commercially reasonable efforts to convert such the Resale Form S-1 (and any Subsequent Shelf Registration) to a Shelf Registration Statement on Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use a Registration Statement on Form S-3. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.01(a), and, if at the time but in any event within two (2) business days of such filing date, the Company is shall notify the Holders (or a WKSI, representative thereof) of the Form S-3 shall be filed as an Automatic Shelf effectiveness of such Registration Statement. Subject to Section 2.01(b)When deemed effective, the Company will use reasonable best efforts to cause the initial Shelf a Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), ) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (ia) The Company shall prepare and file as promptly soon as practicable after the Effective Date under the Merger Agreementreasonably practicable, but in no any event later than within ninety (a90) 120 days after prior to the Effective Date if expiration of the Company is (1) required to use Form S-1 or (2) is not Lock-up Period, file with the Commission a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a “shelf” Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares Registrable Securities from time to time, including time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in forceeffect)(the “Shelf”) with respect covering, subject to Section 3.03, the public resale of all Covered of the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company Shares (that it will “review” the “Shelf Registration Statement”)) following the filing thereof and (ii) the 10th business day after the date the Company is notified orally or in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as all Registrable Securities covered by the Shelf have either been distributed in the manner set forth and as contemplated in the Shelf or cease to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.01(a), but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When deemed effective, a Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), ) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit Misstatement. Any such Shelf shall be on Form S-3 to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if extent that the Company is no longer eligible to use Form S-3 (the “Determination Date”)such form. Otherwise, within 10 days after such Determination Date, the Company Shelf shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement be on an appropriate form (or a post-effective amendment converting the Form S-3 to an another appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (ia) The Company shall prepare as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date, file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering, subject to Section 3.03, the public resale of all of the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and file shall use its commercially reasonable efforts to cause such Form S-1 Shelf to be declared effective as promptly soon as practicable after the Effective Date under the Merger Agreementfiling thereof, but in no event later than the earlier of (ai) 120 days the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day after the Effective Date if date the Company is notified (1orally or in writing, whichever is earlier) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after by the Effective Date if Commission that the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the Securities Act to permit the public resale of the Covered Company Shares from time Registrable Securities included therein pursuant to timeany method or combination of methods legally available to, including as permitted by Rule 415 under the Securities Act (or and requested by, any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)Holder named therein. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such maintain a Prospectus supplement. To the extent, Shelf in accordance with the previous sentenceterms hereof, and shall prepare and file with the Company files SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement on continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1S-1 Shelf, the Company shall use its commercially reasonable efforts to convert such the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.the

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 Subject to Section 4.1(b) and Sections 5.2 and 5.3 hereof, within sixty (60) days after following a written request by a Holder (a “Shelf Request”), Lionsgate shall file with the Effective Date if the Company is (1) required Commission, and use its reasonable efforts to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSIhave declared effective as soon as practicable, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public from time to time, on a delayed or continuous basis. Subject to Section 4.3(c) hereof, any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be deemed to constitute a Demand Registration. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if Lionsgate or the Company is eligible to offering of the Registrable Securities does not satisfy the requirements for use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3of such form, such other form as may be appropriate; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and is not filed on Form X-0, Xxxxxxxxx shall, promptly upon meeting the managing underwriter requirements for use of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing thatform, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance file an appropriate amendment to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 it to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic . (b) Any subsequent Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause Requests after the initial Shelf Registration Statement filed Request pursuant to this Section 2.01(a4.1(a) to become effective prior to may only be made after such date that the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering MHR Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Registrable Securities to be continuously effective under the Securities Act from and after MHR Group as of the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such immediately prior Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingRequest. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 Subject to Section 5.1(b) and Sections 6.2 and 6.3 hereof, within sixty (60) days after following a written request by a Holder (a “Shelf Request”), Lionsgate shall file with the Effective Date if the Company is (1) required Commission, and use its reasonable efforts to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSIhave declared effective as soon as practicable, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public from time to time, on a delayed or continuous basis. Subject to Section 5.3(c) hereof, any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 5.1(a) shall not be deemed to constitute a Demand Registration. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if Lionsgate or the Company is eligible to offering of the Registrable Securities does not satisfy the requirements for use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3of such form, such other form as may be appropriate; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and is not filed on Form S-0, Xxxxxxxxx shall, promptly upon meeting the managing underwriter requirements for use of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing thatform, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance file an appropriate amendment to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 it to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic . (b) Any subsequent Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause Requests after the initial Shelf Registration Statement filed Request pursuant to this Section 2.01(a5.1(a) to become effective prior to the Lock-up Period Expiration Date and to cause a may only be made if such subsequent Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders Request covers all of the Registrable Securities covered thereby not being able then issued to offer and sell any Registrable Securities the Holders pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingIssuance Agreement. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 Subject to Section 4.1(b) and Sections 5.2 and 5.3 hereof, within sixty (60) days after following a written request by a Holder (a “Shelf Request”), Lionsgate shall file with the Effective Date if the Company is (1) required Commission, and use its reasonable efforts to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSIhave declared effective as soon as practicable, a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”)) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public from time to time, on a delayed or continuous basis. Subject to Section 4.3(c) hereof, any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be deemed to constitute a Demand Registration. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if Lionsgate or the Company is eligible to offering of the Registrable Securities does not satisfy the requirements for use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3of such form, such other form as may be appropriate; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and is not filed on Form X-0, Xxxxxxxxx shall, promptly upon meeting the managing underwriter requirements for use of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing thatform, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance file an appropriate amendment to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 it to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic . (b) Any subsequent Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause Requests after the initial Shelf Registration Statement filed Request pursuant to this Section 2.01(a4.1(a) to become effective prior to may only be made after such date that the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering Discovery Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Registrable Securities to be continuously effective under the Securities Act from and after Discovery Group as of the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such immediately prior Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingRequest. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (i) The Company shall prepare and file as promptly as practicable after the Effective Date under the Merger Agreement, but in no event later than (a) 120 days after Subject to the Effective Date if provisions contained in this Section 4.1(a) and in Sections 3.2(b), 5.2 and 5.3 hereof, on or prior to June 1, 2009 (the Company is (1) required to use Form S-1 or (2) is not a WKSI“Shelf Filing Deadline”), or (b) 180 days after Loral shall file with the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, Commission a Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”) relating to the offer and sale of all of the shares of Registrable Common Stock and Registrable Non-Voting Common Stock held by the Holders to the public from time to time, on a delayed or continuous basis; provided, however, if Loral is unable to obtain the Auditor Consent by the Shelf Filing Deadline, such Shelf Filing Deadline shall be extended until two (2) days after receipt by Loral of the Auditor Consent. Loral shall use its reasonable best efforts to obtain the Auditor Consent as promptly as practicable after May 11, 2009; provided further, however, that any shares of Registrable Common Stock shall not be required to be covered by the Shelf Registration Statement if and only for so long as such shares are covered by a shelf registration statement previously filed by Loral that is effective as of the date of filing of the Shelf Registration Statement and thereafter remains effective under the Securities Act. Subject to the provisions contained in this Section 4.1(a) and in Sections 3.2(b), 5.2 and 5.3 hereof, Loral shall use its reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof with the Commission. Any registration effected pursuant this Section 4.1(a) shall not be deemed to constitute a Loral Common Stock Demand Registration or a Loral Non-Voting Common Stock Demand Registration. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be specify the intended method of distribution of the subject Registrable Common Stock and Registrable Non-Voting Common Stock substantially in the form of Exhibit A attached hereto. Loral shall file the Shelf Registration Statement on Form S-3 or, if Loral or the Company is eligible to offering of the Registrable Common Stock or Registrable Non-Voting Common Stock does not satisfy the requirements for use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3, Loral shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to Loral’s compliance with its obligations under Article III hereof, Loral shall not be obligated to take any action to effect the Shelf Registration Statement or any amendment thereto during the following periods commencing: (i) with Loral’s issuance of a Prospectus supplement will be used in connection with notice to the marketing Holders pursuant to Section 3.1 hereof of a proposed registration of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering equity securities of Loral for its own account (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information except pursuant to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement registrations on Form S-1S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan), the Company shall use its commercially continuing while Loral uses reasonable efforts to convert pursue such Form S-1 registered Underwritten Offering, and ending upon the earliest to a Shelf occur of: (A) forty five (45) days immediately following Loral’s issuance of the notice of such proposed registered Underwritten Offering pursuant to Section 3.1 hereof, unless, within such 45-day period, Loral shall have (x) filed the Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3for such proposed Underwritten Offering, and, if at the time of or (y) issued a press release disclosing such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed proposed Underwritten Offering pursuant to this Section 2.01(aRule 135 (or its successor) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective promulgated under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by enabling the Holders to sell their Registrable SecuritiesCommon Stock and Registrable Non-Voting Common Stock pursuant to the Shelf Registration Statement; (B) the abandonment, cessation or withdrawal of such proposed registered Underwritten Offering; or (C) 90 days immediately following the effective date of the Registration Statement pertaining to such Underwritten Offering; and (ii) on the effective date of a Registration Statement for an Underwritten Offering of equity securities of Loral for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the Registration Statement pertaining to such Underwritten Offering. If Loral issues a notice of a proposed Underwritten Offering of equity securities of Loral for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, Loral shall not issue a notice of a subsequent proposed registration of an Underwritten Offering of equity securities of Loral for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. As soon as practicable but no later than May 15, 2024, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (ithe “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the sixtieth (60th) calendar day following the initial filing date thereof. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any reasonable method or combination of reasonable methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as promptly as practicable after may be necessary to keep a Shelf continuously effective, available for use to permit the Effective Date under Holders named therein to sell their Registrable Securities included therein and in compliance with the Merger Agreement, but in no event later than (a) 120 days after the Effective Date if the Company is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a Registration Statement under provisions of the Securities Act to permit until such time as there are no longer any Registrable Securities. In the public resale of the Covered Company Shares from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if event the Company is eligible to use Form S-3 or files a Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable SecuritiesShelf, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To convert the extent, in accordance with the previous sentence, the Company files a Form S-1 Shelf (and any Subsequent Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 Statement) to a Shelf Registration Statement on Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, andshall, if at for the time avoidance of such filing the Company is a WKSIdoubt, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading3.4. (ii) At any time after the filing of a Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to an appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.

Shelf Registration Filing. (ia) The Company shall prepare and file as promptly soon as practicable after the Effective Date under the Merger Agreementreasonably practicable, but in no any event later than within forty-five (a45) 120 days after the Effective Date if Closing Date, file with the Company is (1) required to use Form S-1 or (2) is not Commission a WKSI, or (b) 180 days after the Effective Date if the Company is permitted to use Form S-3 and is a WKSI, a “shelf” Registration Statement under the Securities Act to permit the public resale of the Covered Company Shares Registrable Securities from time to time, including time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in forceeffect)(the “Shelf”) with respect covering, subject to Section 3.03, the public resale of all Covered of the Registrable 4 Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Shelf to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company Shares (that it will “review” the “Shelf Registration Statement”)) following the filing thereof and (ii) the 10th business day after the date the Company is notified orally or in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as all Registrable Securities covered by the Shelf have either been distributed in the manner set forth and as contemplated in the Shelf or cease to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.01(a), but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When deemed effective, a Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such a Prospectus supplement. To the extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Form S-1 to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3, and, if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to Section 2.01(b), the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to this Section 2.01(a) to become effective prior to the Lock-up Period Expiration Date and to cause a Shelf Registration Statement covering the Registrable Securities to be continuously effective under the Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on which there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), ) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit Misstatement. Any such Shelf shall be on Form S-3 to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a Form S-3, if extent that the Company is no longer eligible to use Form S-3 (the “Determination Date”)such form. Otherwise, within 10 days after such Determination Date, the Company Shelf shall (A) give written notice thereof to all of the Holders and (B) file a Registration Statement be on an appropriate form (or a post-effective amendment converting the Form S-3 to an another appropriate form) covering all of the Registrable Securities, and use reasonable best efforts to have such Registration Statement declared effective as promptly as practicable after the date the Form S-3 is no longer useable by the Holders to sell their Registrable Securities.