Common use of Shelf Registration not Impacted by IPO Registration Statement Clause in Contracts

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or confidentially submits to the Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such IPO, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until the first to occur of (A) the 60th day following the closing date of its IPO pursuant to the IPO Registration Statement and (B) November 30, 2020. Notwithstanding any provision to the contrary in this Agreement, any amendment to this Section 2(b) shall be valid only if declared advisable by the board of directors of the Company (the “Board of Directors” or “Board”) and approved by the affirmative vote of the Holders of at least two-thirds of the then-outstanding Registrable Shares.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or confidentially submits to the Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such IPO, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until the first to occur of (A) the 60th day following the closing date of its IPO pursuant to the IPO Registration Statement and (B) November 30, 2020the three month anniversary of the Effectiveness Deadline. Notwithstanding any provision to the contrary in this Agreement, any amendment to this Section 2(b) shall be valid only if declared advisable by the board of directors of the Company (the “Board of Directors” or “Board”) Directors and approved by the affirmative vote of the Holders of at least two-thirds of the then-outstanding Registrable SharesVoting Shares (excluding for purposes of this vote any Voting Shares owned by Xxxx X. Xxxxxxxxx, any officer or director of the Company, or their respective Affiliates).

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or confidentially submits to the Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and or is using commercially reasonable efforts to pursue the completion of complete such IPOinitial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until the first up to occur of sixty (A60) the 60th day following days after the closing date of its IPO initial public offering pursuant to the IPO Registration Statement and (B) November 30Statement; provided, 2020. Notwithstanding any provision to further, however, that if such initial public offering is not completed by the contrary in third anniversary of this Agreement, any amendment the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter but in no event later than 60 days after the third anniversary of this Agreement. Nothing in this Section 2(b2(b)(iii) shall be valid only if declared advisable by affect the board Company’s obligation to hold a Special Election Meeting as provided in Section 3 of directors of the Company (the “Board of Directors” or “Board”) and approved by the affirmative vote of the Holders of at least two-thirds of the then-outstanding Registrable Sharesthis Agreement.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of a registration statement filed by the Company with respect to the initial public offering of its Common Shares (the “IPO Registration Statement”). In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or confidentially submits to the Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and or is using commercially reasonable efforts to pursue the completion of complete such IPOinitial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until the first up to occur of sixty (A60) the 60th day following days after the closing date of its IPO initial public offering pursuant to the IPO Registration Statement and (B) November 30Statement; provided, 2020. Notwithstanding any provision to further, however, that if such initial public offering is not completed by the contrary in third anniversary of this Agreement, any amendment the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter but in no event later than 60 days after the third anniversary of this Agreement. Nothing in this Section 2(b2(b)(iii) shall be valid only if declared advisable by affect the board Company’s obligation to hold a Special Election Meeting as provided in Section 3 of directors of the Company (the “Board of Directors” or “Board”) and approved by the affirmative vote of the Holders of at least two-thirds of the then-outstanding Registrable Sharesthis Agreement.