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 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 to become effective no later than the Target Effective Date for the Conversion Unit Registration Statement. (ii) If the Purchaser owns at least $100 million of Series B Preferred Units (valued based on the Preferred Unit Price), as of the date of such request, then, upon the written request of Purchaser (which request may be given at any time after the 66th month anniversary of the Closing Date), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following its filing (the 180th date being the Target Effective Date for the Series B Preferred Unit Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Series 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 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 Purchaser fails to own at least $100 million of Series B Preferred Units (valued based on the Preferred Unit Price).

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (iA) 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 (B) cause such initial PIPE Unit 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 (A) 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 (iiB) cause such initial Conversion Unit Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registration StatementRegistrable Securities. (iiiii) If the Purchaser owns at least $100 million of Series B Preferred Units (valued based on the Preferred Unit Price), as of the date of such request, then, upon the written request of Purchaser (which request may be given at any time after the 66th month anniversary of the Closing Date), the The Partnership shall use its commercially reasonable efforts to (A) prepare and file, and cause to become effective no later than 180 days following its filing (the 180th date being the Target Effective Date for the Series B Preferred Unit Registrable Securities), file an initial Registration Statement (or an amendment to registration statement under the Registration Statement filed pursuant to Section 2.01(a)(i)) Securities Act to permit the resale of the Series B 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 ) and (B) cause such commercially reasonable efforts to prepare, file and cause initial Preferred Unit Registration Statement to become effective such Registration Statement shall terminate immediately and be of no further force and effect if, at any time, later than the Purchaser fails to own at least $100 million of Target Effective Date for the Series B Preferred Units (valued based on the A Preferred Unit Price)Registrable Securities.

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 Registration StatementRegistrable Securities. (iiiii) If the Purchaser owns at least $100 million Purchasers own more than 50% of the number of Series B A Preferred Units (valued based on purchased under the Preferred Unit Price), Purchase Agreement as of the date of such request, then, upon the written request of Purchaser Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at any time after least 180 days before the 66th month fifth anniversary of the Closing Datedate hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following its filing receipt of such notice (the 180th date being the Target Effective Date for the Series B A 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 B 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 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 Purchaser fails Purchasers fail to own at least $100 million more than 50% of the number of Series B A Preferred Units (valued based on purchased under the Preferred Unit Price)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 Registration StatementRegistrable Securities. (iiiii) If the Purchaser owns at least $100 million Purchasers own more than 50% of the number of Series B A Preferred Units (valued based on purchased under the Preferred Unit Price), Purchase Agreement as of the date of such request, then, upon the written request of Purchaser Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at any time after least 180 days before the 66th month fifth anniversary of the Closing Datedate hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following its filing receipt of such notice (the 180th date being the Target Effective Date for the Series B A 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 B 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 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 Purchaser fails Purchasers fail to own at least $100 million more than 50% of the number of Series B A Preferred Units purchased under the Unit Purchase Agreement. (valued based 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 Preferred later of (I) the fifth anniversary of the date on which the PIPE Unit PriceRegistration 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.