Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (a) Following the twelve (12) month anniversary of the date hereof (and not at any point prior thereto), upon written request received from Spectrum by the Company (the “Shelf Registration Request”), so long as there are Registrable Securities outstanding, the Company shall use its commercially reasonable efforts to have and maintain an effective Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on a delayed or continuous basis (the “Shelf Registration Statement”). In furtherance of such obligation, the Company shall use its commercially reasonable efforts to file with the SEC an initial Shelf Registration Statement as promptly as practicable on or prior to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company shall give written notice of the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include in such Shelf Registration Statement all Registrable Securities of Spectrum requested to be included. The Company shall use its commercially reasonable efforts to cause the initial Shelf Registration Statement to become effective on or prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC and shall use its commercially reasonable efforts to maintain the effectiveness of such Shelf Registration Statement in accordance with the terms hereof until Spectrum no longer holds any Registrable Securities (such period of effectiveness, the “Shelf Period”).

Shelf Registrations. (ai) Following Subject to the twelve (12) month anniversary availability of the date hereof (and not at any point prior thereto)required financial information, upon written request received from Spectrum by as promptly as practicable after the Company (the “receives written notice of a request for a Shelf Registration Request”), so long as there are Registrable Securities outstandingRegistration, the Company shall use its commercially reasonable efforts to have file with the Securities and maintain an effective Registration Statement Exchange Commission a registration statement under the Securities Act for a the Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on (a delayed or continuous basis (the “Shelf Registration Statement”). In furtherance The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such obligationShelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless SunEdison instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its commercially reasonable best efforts to file with the SEC an initial prepare a Shelf Registration Statement as promptly as practicable on or prior with respect to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company shall give written notice all of the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include in such Shelf Registration Statement all Registrable Securities of Spectrum requested held by or issuable to be included. The Company shall use SunEdison or its commercially reasonable efforts to cause the initial Shelf Registration Statement to become effective on or prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC and shall use its commercially reasonable efforts to maintain the effectiveness of such Shelf Registration Statement Affiliates in accordance with the terms hereof until Spectrum no longer holds any of the Exchange Agreement (or such other number of Registrable Securities (specified in writing by SunEdison or its Affiliates) to enable such period Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable after the expiration of effectiveness, the “Shelf Holdback Period”).

Shelf Registrations. If one or more demands made pursuant to Section 3(a) hereof are for a Shelf Registration, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 3(a) must remain effective need not extend beyond one (a1) Following year from the twelve date on which such Shelf Registration Statement initially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 3(a) must remain effective need not extend beyond nine (129) month anniversary months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 9(b)) after the initial date hereof (of its effectiveness and not at any point prior theretoto such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, upon written request received from Spectrum if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company (the “Shelf Registration Request”), so long as there are Registrable Securities outstanding, the Company shall use its commercially reasonable efforts to have and maintain an effective Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on a delayed or continuous basis (the “Shelf Registration Statement”). In furtherance of such obligation, the Company shall use its commercially reasonable efforts to file with the SEC an initial Shelf Registration Statement as promptly as practicable on or prior to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company shall give written notice of agrees to furnish to the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include Holders whose Registrable Common Stock is included in such Shelf Registration Statement all Registrable Securities copies of Spectrum requested to be included. The Company shall use any such supplement or amendment promptly after its commercially reasonable efforts to cause the initial Shelf Registration Statement to become effective on being issued or prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC and shall use its commercially reasonable efforts to maintain the effectiveness of such Shelf Registration Statement in accordance with the terms hereof until Spectrum no longer holds any Registrable Securities (such period of effectiveness, the “Shelf Period”)Commission.

Shelf Registrations. (ai) Following Subject to the twelve (12) month anniversary availability of the date hereof (and not at any point prior thereto)required financial information, upon written request received from Spectrum by as promptly as practicable after the Company (the “receives written notice of a request for a Shelf Registration Request”), so long as there are Registrable Securities outstandingRegistration, the Company shall use its commercially reasonable efforts to have file with the Securities and maintain an effective Registration Statement Exchange Commission a registration statement under the Securities Act for a the Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on (a delayed or continuous basis (the “Shelf Registration Statement”). In furtherance The Company shall use its best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such obligationShelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless NRG instructs the Company otherwise in writing, prior to expiration of the Follow-On Holdback Period, the Company shall use its commercially reasonable best efforts to file with the SEC an initial prepare a Shelf Registration Statement as promptly as practicable on or prior with respect to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company shall give written notice all of the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include in such Shelf Registration Statement all Registrable Securities of Spectrum requested held by or issuable to be included. The Company shall use its commercially reasonable efforts to cause the initial Shelf Registration Statement to become effective on or prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC and shall use its commercially reasonable efforts to maintain the effectiveness of such Shelf Registration Statement NRG in accordance with the terms hereof until Spectrum no longer holds any of the Exchange Agreement (or such other number of Registrable Securities (specified in writing by NRG) to enable such period Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable after the expiration of effectiveness, the “Shelf Follow-On Holdback Period”).

Shelf Registrations. (ai) Following Subject to the twelve (12) month anniversary availability of the date hereof (and not at any point prior thereto)required financial information, upon written request received from Spectrum by as promptly as practicable after the Company (the “receives written notice of a request for a Shelf Registration Request”), so long as there are Registrable Securities outstandingRegistration, the Company shall use its commercially reasonable efforts to have file with the Securities and maintain an effective Registration Statement Exchange Commission a registration statement under the Securities Act for a the Shelf Registration covering the resale of all of the Registrable Securities requested to be included by Spectrum, on (a delayed or continuous basis (the “Shelf Registration Statement”). In furtherance of such obligationThe Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Company shall use its commercially reasonable best efforts to file with the SEC an initial Shelf Registration Statement as promptly as practicable on or prior to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company shall give written notice of the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include in cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of Spectrum requested which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Subject to be included. The Section 2(f)(i), the Company shall use be deemed not to have used its commercially reasonable best efforts to cause keep the initial Shelf Registration Statement continuously effective for such time period if the Company voluntarily takes any action or omits to become effective on or prior take any action that would result in Holders of the Registrable Securities covered thereby not being able to the ninetieth (90th) day after the Registration Statement is filed with the SEC offer and shall use its commercially reasonable efforts sell any Registrable Securities pursuant to maintain the effectiveness of such Shelf Registration Statement in accordance with the terms hereof until Spectrum no longer holds any Registrable Securities (during such period of effectivenessperiod, the “Shelf Period”)unless such action or omission is required by applicable laws.