Common use of Shelf Registration Under the Securities Act Clause in Contracts

Shelf Registration Under the Securities Act. (a) FILING OF SHELF REGISTRATION STATEMENT In fulfillment of its obligation to file a registration statement pursuant to Section 2 hereof, upon the written request of a Holder the Company may cause to be filed a shelf registration statement (the "Shelf Registration Statement") providing for the sale by the Holders of their Registrable Securities in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon thereafter as is practicable. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which (A) all Shares that such Holders own or have the right to obtain in exchange for Units held by Holders who are not Affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Shares that such Holders own or have the right to obtain in exchange for Units held by each Holder who is an Affiliate of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), 5(i) and 6, the Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in Selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the registration statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 5(b).

Shelf Registration Under the Securities Act. Not later than ninety (a90) FILING OF SHELF REGISTRATION STATEMENT In fulfillment days after the date of its obligation to this Agreement, the Company shall file a registration statement pursuant to Section 2 hereof, upon the written request of a Holder the Company may cause to be filed a shelf registration statement (the "Shelf Registration Statement") Statement providing for the sale by the Holders of their the Registrable Securities in accordance with Securities. If the terms hereof and Company is (i) a "well-known seasoned issuer", the Shelf Registration Statement shall be immediately effective pursuant to Rule 462 or (ii) not a "well-known seasoned issuer," the Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as soon thereafter as is practicable. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective with respect to the such Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) to the date on which (A) all Shares that Shelf Registration Statement or the Holders of such Holders own or have the right to obtain in exchange for Units held by Holders who are not Affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, Registrable Securities are eligible for sale to sell such Registrable Securities pursuant to Rule 144(k) promulgated under the Securities Act and (B) all Shares that such Holders own or have the right to obtain in exchange for Units held by each Holder who is an Affiliate of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), 5(i) and 6, the Company further agrees during such period to supplement or amend the Shelf Registration Statement Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunderthereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Holders of the Registrable Securities. Notwithstanding the foregoing, (i) the Company shall not be required to file a Registration Statement at any time prior to the earlier of (A) the completion of the Rights Offering and (B) 270 days from the date hereof; and (ii) the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective and shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing of the existence of circumstances relating to a material pending development, including, but not limited to a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company shall may not be deemed to have used its reasonable efforts to keep the Shelf delay, suspend or withdraw a Registration Statement effective for such reason for more than sixty (60) days or more often than twice during any period of twelve (12) consecutive months. The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the applicable period if it voluntarily takes any action that would result in Selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the registration statement and the SEC has not declared it effective or except as otherwise permitted held by the last three sentences of Section 5(b)more than one Holder.

Shelf Registration Under the Securities Act. (a) FILING OF SHELF REGISTRATION STATEMENT In fulfillment Filing of its obligation Shelf Registration Statement. Beginning after the expiration of the Lock-up Period, each Holder shall be entitled to file a registration statement offer for sale pursuant to Section 2 a Registration Statement any Registrable Securities held by such Holder, subject to the terms and conditions hereof. To commence the registration process, upon the one or more Holders shall provide to Parent a written request notice (a "Registration Notice") that such Holder(s) propose to make a registered offer of a Holder specified number of Registrable Securities (which number shall not be less than 100,000). Such Registration Notice shall identify the Company may intended method of disposition of such Registrable Securities. Upon receipt by Parent of a Registration Notice, Parent shall promptly give written notice of the proposed registered offer described in the Registration Notice to all other Holders of Registrable Securities (the "Parent Notice"); provided, however, that no Parent Notice need be given if the Registration Notice covers all Registrable Securities. The Parent Notice shall instruct such other Holders to provide to Parent written notice (a "Tagalong Notice"), within fifteen (15) days of Parent giving the Parent Notice, in the event such other Holders elect to participate in such registration. Such Tagalong Notice shall provide a specified number of Registrable Securities and identify the intended method of disposition of such Registrable Securities, which shall be reasonably consistent with the method of disposition identified in the Registration Notice. Subject to the provisions of Section 3(e), promptly following Parent's receipt of a Registration Notice, or, if applicable, Parent's timely receipt of corresponding Tagalong Notices, Parent shall cause to be filed (or amended if already filed) a shelf registration statement (the "Shelf Registration Statement") Statement providing for the sale of the Registrable Securities specified in such Registration Notice by the Holders of their Holder(s) thereof and, if applicable, the Registrable Securities specified in such Tagalong Notices by the Holder(s) thereof in accordance with the terms hereof hereof, and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon thereafter as is practicable. The Company Parent agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) to the date on which (A) all Shares that such Holders own Shelf Registration Statement or have the right to obtain in exchange for Units held by Holders who are not Affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are become eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Shares that such Holders own or have the right to obtain in exchange for Units held by each Holder who is an Affiliate of the Companysale, in the opinion of counsel for the Companywithin a six month period, which counsel shall be reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject and, subject to Sections 5(b4(b) and 4(i), 5(i) and 6, the Company further agrees to supplement or amend the Shelf Registration Statement Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company Parent for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in Selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the registration statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 5(b)thereunder for shelf registration.