Common use of Shelf Registration Statements Clause in Contracts

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities. (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities. (iii) If the Purchasers own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at least 180 days before the fifth anniversary of the date hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file, and cause to become effective such Registration Statement shall terminate immediately and be of no further force and effect if, at any time, the Purchasers fail to own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement.

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities. (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable SecuritiesRegistration Statement. (iiiii) If the Purchasers own more than 50% of the number Purchaser owns at least $100 million of Series A B Preferred Units purchased under (valued based on the Preferred Unit Purchase Agreement Price), as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities Purchaser (which request may be given at least 180 days before any time after the fifth 66th month anniversary of the date hereofClosing Date), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such notice its filing (the 180th date being the Target Effective Date for the Series A B Preferred Unit Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A B Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file, file and cause to become effective such Registration Statement shall terminate immediately and be of no further force and effect if, at any time, the Purchasers fail Purchaser fails to own more than 50% of the number at least $100 million of Series A B Preferred Units purchased under (valued based on the Preferred Unit Purchase AgreementPrice).

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities. (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities. (iii) If the Purchasers own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at least 180 days before the fifth anniversary of the date hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file, and cause to become effective such Registration Statement shall terminate immediately and be of no further force and effect if, at any time, the Purchasers fail to own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement. (iv) The Partnership will use its commercially reasonable efforts to cause the Registration Statements filed pursuant to Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) (1) with respect to Conversion Unit Registrable Securities and Series A Preferred Unit Registrable Securities, the later of (I) the second anniversary of the date on which all Series A Preferred Units have been converted into Common Units pursuant to Article V of the Partnership Agreement and, (II) if such Holder is an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership, and (2) with respect to PIPE Unit Registrable Securities, on the later of (I) the fifth anniversary of the date on which the PIPE Unit Registration Statement is effective and, (II) if such Holder is an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Partnership, the date on which such Holder ceases to be an affiliate of the Partnership (in each case of clause (A) or (B) the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A 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 (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.