Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. If one or more demands made pursuant to Section 2(a) hereof are for a Shelf Registration or any demands are made pursuant to Section 2(i) hereof, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the 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 2(a) or 2(i) must remain effective need not extend beyond nine (9) 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 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, 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 for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if the Company is eligible to file the Shelf Registration Statement on Form S-3 (or a successor form).

Shelf Registrations. If one or more demands made (1) The Company will file a "shelf" registration statement with respect to the resale of at least 1,000,000 shares of the Registrable Securities pursuant to Section 2(a) hereof are for a Shelf Registration Rule 415 (or any demands are made pursuant similar provision that may be adopted by the Commission) under the Securities Act (the "Shelf Registration") within 2 business days after the first date that the Company is first permitted to Section 2(ifile a registration statement on Form S-3, but not later than October 1, 1996. (2) hereofIf the Company is not able to file a registration statement on Form S-3 on the date required by clause (1) of this clause (i), it will, by such time, file a registration statement on such other form as will permit the period registration for which resale of the Registrable Securities and such other registration statement will be the "Shelf Registration" until replaced by another registration statement so permitting such sales. (ii) The Company agrees to use its best efforts to have the Shelf Registration declared effective as soon as practicable after the date of filing thereof and to keep the Shelf Registration continuously effective until the first date there shall be no remaining Registrable Securities (including by reason of the fact that all Registrable Securities may be sold pursuant to Rule 144(k) under the Securities Act). (iii) The Company may require the Holder to furnish to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing as being necessary or appropriate for completion of the Registration Statement. (iv) The Holder agrees by acquisition of the Registrable Securities that, at any time when any Registration Statement is effective, upon receipt of any written notice from the Company of the happening of any of the following events: (1) any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (4) the existence of any fact that results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of a supplemented or amended Prospectus that does not contain an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time period mentioned in Subparagraph (b) of this Paragraph 10 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holder either receives the copies of the supplemented or amended prospectus contemplated above or is advised in writing by the Company that the use of the Prospectus may be resumed. (v) The Holder agrees by acquisition of the Registrable Securities to cooperate with the Company in all reasonable respects in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the date on preparation and filing of Registra- tion Statements hereunder in which such Shelf Registration Statement initially was declared effective by Registrable Securities are included or expected to be included. (vi) In the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine (9) 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 event that the number of Business DaysExercise Shares exceeds 1,000,000 shares, if any, that the Company will amend the Registration Statement and/or file another Registration Statement (which shall be part of the Shelf Registration Statement is not kept effective (including any days for which the use all purposes of the prospectus is suspended pursuant to Section 8(b)this Paragraph 10) after the initial date of its effectiveness and prior to covering such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, 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 for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if the Company is eligible to file the Shelf Registration Statement on Form S-3 (or a successor form)additional Exercise Shares.

Shelf Registrations. If one or more demands made pursuant to Section 2(a3(a) hereof are for a Shelf Registration or any demands are made pursuant to Section 2(i) hereofRegistration, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i3(a) must remain effective need not extend beyond one (1) year from the 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 2(a) or 2(i3(a) must remain effective need not extend beyond nine (9) 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 8(b9(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, 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 for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if the Company is eligible to file the Shelf Registration Statement on Form S-3 (or a successor form).

Shelf Registrations. If one or more demands made pursuant to At any time following the IPO, the Required Holders may request in writing that the Company effect the registration described in Section 2(a1(a) hereof are for a Shelf Registration on Form F-3 or any demands are made pursuant to Section 2(i) hereof, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one successor form thereto (1) year from the 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 2(a) or 2(i) must remain effective need not extend beyond nine (9) 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 Daysor, if anyapplicable, that the Shelf Registration Statement is not kept effective Form S-3 or any successor form thereto) (including any days for which the use of the prospectus is suspended pursuant to Section 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, if necessary, to supplement or amend the a “Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if ”) (provided that the Company 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 such Registrable Securities in the Company of Holders participating in the registration for the period provided in Section 1(g) hereof (a “Shelf Demand Registration”). To the extent the Company is a well-known seasoned issuer (a “WKSI”) (as defined in Rule 405 under the Securities Act) at the time any Required Holders make a Shelf Demand Registration, the Company shall file the a Shelf Registration Statement on Form S-3 under procedures applicable to WKSIs. The Company shall not be obligated to file more than one Shelf Demand Registration in any twelve-month period. If (x) a Shelf Registration Statement filed pursuant to Section 1(c) includes securities to be issued by the Company and (y) immediately prior to the third anniversary of the initial effective date of such Shelf Registration Statement, any Registrable Securities remain unsold under such Shelf Registration Statement, the Company will, prior to such third anniversary, file a new Shelf Registration Statement relating to such unsold Registrable Securities and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective within 180 days after such third anniversary, and will take all other action necessary or appropriate to permit the public offering and sale of the remaining Registrable Securities to continue as contemplated in the expired Shelf Registration Statement, provided that such filing of a successor form)new Shelf Registration will be limited to one time.

Shelf Registrations. If one or more demands (a) After the Closing Date, at the Shareholder’s election (such election to be made pursuant if the Shareholder may not elect to exercise any Demand Registrations, subject to Section 2(a4(b) hereof are for a Shelf Registration or any demands are made pursuant to Section 2(i) hereof, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the 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 2(a) or 2(i) must remain effective need not extend beyond nine (9) 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 Daysbelow), if any, at any time that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, 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 for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the Company shall only effect a Shelf Registration, if the Company is eligible to use Form S-3 or any successor thereto then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Shareholder of any and all Registerable Common Stock held by the Shareholder (a “Shelf Registration Statement”) the Shareholder requests that the Company file a Shelf Registration Statement for a public offering of all or any portion of the Registerable Common Stock held by the Shareholder, then the Company shall use its best efforts to register under the Securities Act pursuant to a Shelf Registration Statement, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Common Stock specified in such notice. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registerable Common Stock, each of the procedures and requirements of Section 2 shall apply to such registration. The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement effective until the earliest to occur of the date on Form S-3 which all of the Registerable Common Stock ceases to be Registerable Common Stock. (or b) If at any time the Company is not eligible to use a successor formShelf Registration Statement, the Shareholder may during such time exercise Demand Registration Rights, regardless of any previous exercise of their rights under Section 4(a). (c) A filing pursuant to this Section 4 shall not relieve the Company of any obligation to effect registration of Registerable Common Stock pursuant to Section 2 or Section 3 hereof, except as provided therein.

Shelf Registrations. If one or more demands made pursuant (i) Subject to Section 2(a) hereof are the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration or any demands are made pursuant to Section 2(i) hereofRegistration, the period Company shall file with the SEC a registration statement on Form F-3 under the Securities Act (or other appropriate short-form registration statement then permitted by the SEC’s rules and regulations) for the Shelf Registration, which the shall be an Automatic Shelf Registration Statement if the Company is then eligible to use such registration statement (a “Shelf Registration Statement”). Notwithstanding and without prejudice to or limiting the foregoing, the Company shall use its best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting their Registrable Securities to be included in connection such Shelf Registration and to file, or enable and cause such Shelf Registration Statement to be filed, with the first Shelf Registration requested pursuant to Section 2(aSEC as soon as practicable (and in any event, no later than thirty days) or 2(i) must remain effective need not extend beyond one (1) year from following the date on which the Company becomes eligible to file a Shelf Registration Statement for a Short-Form Registration. 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 Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement initially was declared to remain continuously effective by under the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine Securities Act (9) 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 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agreesincluding, if necessary, by filing with the SEC a post- effective amendment or a supplement to supplement such registration statement or amend the Shelf Registration Statementrelated prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending such registration statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration registration statement or by the Securities Act Act, any state securities or by blue sky laws, or any other rules and regulations thereunder thereunder) until such time that all Registrable Securities covered by such registration statement cease to be Registrable Securities. In order for shelf registrationany Holder to be named as a selling securityholder in such Shelf Registration Statement, and the Company agrees may require such Holder to furnish deliver all information about such Holder that is required to the Holders whose Registrable Common Stock is be included in such Shelf Registration Statement copies in accordance with applicable law, including pursuant to Item 507 of Regulation S-K promulgated under the Securities Act. (ii) At any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in this Agreement, a Holder shall only request time and from time to time when a Shelf RegistrationRegistration Statement is effective, Holders of Registrable Securities shall have the right to elect to sell pursuant to an offering (in the case of an Underwritten Offering such offering is referred to as an “Underwritten Takedown”) all or any portion of its Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall only pay all Registration Expenses in connection therewith, provided that the then-current market value of the Registrable Securities proposed to be sold in such Underwritten Takedown is at least $50 million; provided further that each Holder may propose to sell under this Section 2(d)(ii) all Registrable Securities held by it, even if the then-current market value of the number of Registrable Securities proposed to be included in such Underwritten Takedown is below the threshold provided in the immediately preceding proviso. The applicable Holder shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such offering (the “Shelf Offering”). Subject to 2(d)(iv) below, in the case of an Underwritten Takedown, as promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other Holders of Shelf Registrable Securities (which notice shall state the material terms of such proposed Underwritten Takedown). The Company, subject to Section 2(e) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five Business Days after the receipt of the Shelf Offering Notice. The Company shall use its reasonable best efforts to facilitate and effect such Shelf Offering as expeditiously as possible (and in any event within ten Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holder that made the Shelf Offering Request). Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by the Holder in breach of the terms of this Agreement), except as otherwise required by applicable law, rules or regulation or by a judgment, decision or order by a court, governmental authority or agency or other similar authority. (iii) Notwithstanding the foregoing, if any Holder desires to effect a sale of Shelf RegistrationRegistrable Securities that does not constitute an Underwritten Takedown, if the Holder shall deliver to the Company is eligible a Shelf Offering Request no later than two Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2(d)(i), the Company shall file the and effect an amendment or supplement to its Shelf Registration Statement on Form S-3 for such purpose as soon as reasonably practicable. (iv) Notwithstanding any other provision of this Agreement, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a successor formtake-down from an existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holder only needs to notify the Company of the block trade Shelf Offering three Business Days prior to the day such offering is to commence. In the case of an underwritten block trade, the Company shall only notify other Holders and allow such other Holders to elect to participate in the underwritten block trade with the prior written consent of the requesting Holder. If such consent is provided by the requesting Holder, the Company shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering; provided that the Holder wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriter(s) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. In the case of an underwritten block trade, the minimum then-current market value threshold of $50 million provided in Section 2(d)(ii) does not apply, provided that the Holders of Registrable Securities included in an underwritten block trade in which the then-current market value of the Registrable Securities proposed to be sold is less than $50 million shall reimburse the Company for all reasonable fees and disbursements of the Company’s independent certified public accountants incurred by the Company in connection with (A) the preparation and review of any interim financial statements that the Company would not otherwise prepare and that are not utilized by the Company for any purpose or by any other Holder (unless such Holder shares in a pro rata portion of such expenses) required by the SEC or the underwriter to facilitate such offering and (B) the delivery of any comfort letter required by the underwriter in connection with such offering. For the avoidance of doubt, if a Holder proposes to sell all Registrable Securities held by it in an underwritten block trade, even if the then-current market value of the number of Registrable Securities proposed to be included in such underwritten block is below the $50 million threshold, the Holder shall not be responsible for reimbursing the fees and disbursements described in the prior sentence. (v) The Company shall, at the request of any Holder of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder(s) to effect such Shelf Offering as soon as reasonably practicable.