Shelf Registration Rights Sample Clauses

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other ...

Shelf Registration Rights. The Company shall file within sixty (60) days following any request of a Demand Party (a “Shelf Request”), and shall use its reasonable efforts to have declared effective by the SEC as soon as practicable, a shelf registration statement relating to the offer and sale of all Registrable Shares then held by the Demand Parties (or their respective affiliates and successors) to the public, from time to time, on a delayed or continuous basis, which registration statement may be a universal shelf registration statement that may also relate to the offer and sale of other securities of the Company (a “Shelf Registration Statement”); provided that if the Company files the Shelf Registration Statement prior to the execution of the Registration Rights Agreement, the Company shall include in such Shelf Registration Statement all the securities held by the Demand Parties on the date of such filing and if on the date of such execution the Shelf Registration Statement is not effective, the Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after such execution . No Shelf Request shall be made prior to December 1, 2022.

Shelf Registration Rights. After the Closing, Key shall no later than 90 days after the Closing Date (with such 90-day period being extended by such additional number of days attributable to any delay caused by any act or any failure to act by any of the Holders or their counsel), prepare and file with the SEC a registration statement on Form S-3 or any successor form, provided that if Key is not eligible to use Form S-3 or any similar short form registration statement, then Key shall prepare and file with the SEC a registration statement on Form S-1 or any successor form (the “Shelf Registration Statement”), covering the resale by the Holders, from time to time, of the Key Shares and use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as soon as practical thereafter under the Securities Act; provided, however, that Key shall not be obligated to file such Shelf Registration Statement, or keep such Shelf Registration Statement effective pursuant to Section 5.18(c)(i), during any Black-out Period;

Shelf Registration Rights. (a) Following such date as the Company proposes to register any shares of Common Stock under the Securities Act on a Shelf Registration Statement, including any amendment to an Existing Registration Statement (if and to the extent permissible under applicable securities laws), the Company shall give each XX Xxxxxx prior written notice (the “MJ Shelf Registration Notice”) of its intention to effect such a registration or amendment at least ten (10) Business Days before the anticipated filing date, or at least two (2) Business Days in the case of a block trade or an overnight transaction. The MJ Shelf Registration Notice shall set forth the anticipated filing date of such Registration Statement or amendment to any Existing Registration Statement. Any XX Xxxxxx shall have the right (the “MJ Shelf Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities that such XX Xxxxxx specifies in a written request that is delivered to the Company within five (5) Business Days after the giving of such MJ Shelf Registration Notice to be included in such registration or amendment on the same terms and conditions as the Registrable Securities otherwise being sold in such registration or amendment. If any such Shelf Registration Statement is an Underwritten Offering, the XX Xxxxxx shall be subject to the Underwriter’s Cutback provisions of Section 5.1(b).

Shelf Registration Rights. Members holding Registrable Securities representing at least 60% of all Registrable Securities as of the date of the IPO Liquidation shall have the right to cause the Registering Entity to file a registration statement with the SEC on Form S-3 (provided that the Registering Entity is eligible to use such form) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and to use reasonable best efforts to cause such registration statement to become effective and to maintain the effectiveness of such shelf registration statement with respect to all or a portion of such Members’ Registrable Securities in the Registering Entity (a “Shelf Demand Registration”). The Registration Rights Agreement shall contain customary provisions regarding circumstances where one shelf registration may or may not be accessed by Members holding Registrable Securities and, with respect to the level of assistance the Registering Entity shall provide in facilitating sales through the Shelf Demand Registration. The Registering Entity shall not be obligated to file more than one Shelf Demand Registration in any twelve-month period.

Shelf Registration Rights. 15 5.3 Underwriter’s Lock-Up Period. ........................................................................... 16 5.4

Shelf Registration Rights. Rights and Obligations of the Limited Partners

Shelf Registration Rights. (i) Subject to the limitations in Section 2.3.1(ii), at any time and from time to time on or after the Release Date, one or more Holders may make a written request for the registration under the Securities Act of all or part of their Registrable Securities on a “shelf’ Form N-2 under Rule 415 (the “Resale Shelf Form N-2” and the registration effected thereby, a “Shelf Registration”). The Company shall give written notice to all other Holders of any request pursuant to this Section 2.3.1 within five (5) Business Days following the receipt by the Company of such request, and each Holder who wishes to include all or part of its Registrable Securities in such Shelf Registration shall give written notice to the Company (specifying the number and type of Registrable Securities to be included) within ten (10) Business Days following receipt by such Holder of notice from the Company. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. (ii) The Shelf Registration rights granted in Section 2.3.1(i) to the Holders are subject to the following limitations: (A) the Company shall not be required to effect any Shelf Registration if the Resale Shelf Form N-2 is not available for such offering and no other form is available on which to register such offering on a continuous or delayed basis and (B) each request for a Shelf Registration must include, in the aggregate (based on Registrable Securities included in such Shelf Registration by all Holders participating therein), Registrable Securities that have an aggregate market value of at least $15 million based on the then-current market price.

Shelf Registration Rights. (a) As soon as practicable, but in any event within 60 days of the Closing Date, the Company shall prepare and file with the Commission a registration statement (the "Shelf Registration Statement") on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Shares), covering the resale of the Shares. In addition, the Company shall as soon as practicable, effect such registration and all such qualifications and compliances as may be so required or requested and as would permit or facilitate the sale and distribution of all or a portion of the Registrable Securities, but in any event shall (i) file within 30 days of any request by the Commission amendments or supplements to the Shelf Registration Statement or the prospectus used in connection therewith and (ii) provide within 30 days any additional information requested by the Commission. If the Company fails to file the Shelf Registration Statement within sixty days or to file upon the request of the Commission an amendment or supplement or provide information requested by the Commission within 30 days, the Company will be required to pay liquidated damages of $2,000 to the Investor for each day after such 60 or 30 day deadline. (b) The Company shall be required to maintain the effectiveness of the Shelf Registration Statement until the "Termination Date" which will be the earliest of (i) the date on which all such Registrable Securities have been sold thereunder, (ii) the later of the second anniversary of the effective date of such registration statement or the date which the Investor owns less than 10% of the outstanding Common Stock of the Company, or (iii) such time as all of the Registrable Securities may be sold pursuant to Rule 144(k). (c) Notwithstanding the foregoing, the Company shall be entitled to suspend effectiveness of the Shelf Registration Statement for up to 90 days if the Company shall furnish to the Investor a certificate signed by the Chairman of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Shelf Registration Statement to continue to be effective because (i) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business...

Shelf Registration Rights. Subject to Section 4(b), as promptly as reasonably practicable after the date hereof, the Company shall use reasonable efforts to effect the Registration of all of the Registrable Securities on a continuous basis under Rule 415 by preparing and filing with the SEC a Registration Statement on Form S-3 (the "Registration Statement"); provided, however, that if, prior to the effective date of such Registration, circumstances arise which would, after such date, constitute a Permitted Interruption (as defined below), the Company shall be entitled to delay the Registration for the period of such Permitted Interruption. The Company shall use reasonable efforts to remain eligible to register its securities on Form S-3, including, without limitation, filing, in a timely fashion, any required filings under the Exchange Act.