Common use of Subsequent Shelf Registration Statements Clause in Contracts

Subsequent Shelf Registration Statements. (a) After the Effective Date of the Initial Shelf Registration Statement and for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) become eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 and (B) meet the requirements of General Instruction VII of Form S-1. (b) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement.

Subsequent Shelf Registration Statements. (a) After the Effective Date of the Initial Shelf Registration Statement and for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) become eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 and (B) meet the requirements of General Instruction VII of Form S-1. (b) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Shelf Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the Staff of the Commission (with any Registrable Securities not permitted to be included in such Shelf Registration Statement pursuant to this Section 3(b) to be allocated among the Holders on a pro rata basis based on the total amount of Registrable Securities owned by the Holders requesting their Registrable Securities be included, unless the Commission otherwise requires or such Holders otherwise agree); provided, further, that these obligations remain subject to the Company’s rights under Section 7 6 of this Agreement.

Subsequent Shelf Registration Statements. (a) After (i) the Effective Date of the Initial Shelf Registration Statement and prior to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Registerable Securities remain outstanding, the Company shall use its best efforts to (A) become ensure that it will be eligible to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration Date. (b) After the Initial Shelf Expiration Date and for so long as any Registerable Securities remain outstanding, the Company shall use its best efforts to (A) be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 S-3, and (B) meet the requirements of General Instruction VII of Form S-1. (bc) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstandingDate, if there is not an effective Registration Statement which includes the Registrable Securities that are is currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or effective, (ii) if the Company is not a Smaller Reporting Company eligible at such time to register the Registrable Securities on incorporate by reference pursuant to Item 12(b) of Form S-3S-1, promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as or (iii) promptly as practicable file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement7.

Subsequent Shelf Registration Statements. (a) After the Effective Date of the Initial Shelf Registration Statement and for so long as any Registrable Securities remain outstanding, the Company shall use its best commercially reasonable efforts to to, as promptly as possible, (A) become eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1S-1 after the Initial Shelf Expiration Date. (b) [reserved] (c) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or or, (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for practicable. (d) For so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable lawlaw (other than any Form 8-K required to be filed under Item 2.02 or 7.01 thereof), any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (xi) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (or in the case of any prospectus, in light of the circumstances such statements were made), and (yii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that that, in each case, these obligations remain subject to the Company’s rights under Section 7 6. (e) The Company will use commercially reasonable efforts to keep a Shelf Registration Statement that has become effective as contemplated by Section 2 and Section 3 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of this Agreementthe Commission until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 3(e), the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement.

Subsequent Shelf Registration Statements. (a) After the Effective Date of the Initial Resale Shelf Registration Statement and prior to the earlier of (i) the date the Company (A) is eligible to register the Registable Securities for resale by Holders on Form S-3 and (B) has filed such Registration Statement on Form S-3 with the Commission and which is effective and (ii) the date that all Registrable Securities covered by the Resale Shelf Registration Statement shall cease to be Registrable Securities (such earlier date, the “Resale Shelf Expiration Date”), and for so long as any Registrable Securities remain outstanding, the Company shall use its best commercially reasonable efforts to become eligible and/or maintain its eligibility to register the Registrable Securities on Form S-3. (Ab) become After the Resale Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, the Company shall use commercially reasonable efforts to be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 and (B) meet the requirements of General Instruction VII of Form S-1S-3. (bc) After the Initial Resale Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable or or, (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for reasonably practicable. (d) For so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will shall file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable lawlaw (other than any Form 8-K required to be filed solely in order to furnish information required to be furnished under Item 2.02 or 7.01 thereof), any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (xi) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (or in the case of any Prospectus, in light of the circumstances such statements were made), and (yii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that that, in each case, these obligations remain subject to the Company’s rights under Section 7 6. (e) The Company shall use commercially reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 3 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of this Agreementthe Commission until the date on which all Registrable Securities registered thereunder are no longer Registrable Securities.

Subsequent Shelf Registration Statements. (a) After the Effective Date of the Initial Shelf Registration Statement and for so long as any Registrable Securities remain outstanding, Upon the Company shall use its best efforts to (A) become eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 and (B) meet the requirements of General Instruction VII of Form S-1. (b) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement) (the “Shelf Trigger Date”), promptly the Company shall use reasonable best efforts to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed as soon as reasonably practicable thereafter and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly soon as reasonably practicable or thereafter. (iib) Within five (5) days after the Shelf Trigger Date, the Company shall give written notice of such to all Holders of Registrable Securities and shall include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice. (c) After the Initial Shelf Expiration Date, for so long as any Registrable Securities remain outstanding, if the Company is not eligible becomes ineligible at such time to register the Registrable Securities on a Registration Statement on Form S-3S-3 or use such an effective Registration Statement on Form S-3 for the offer and sale of the Registrable Securities, the Company shall promptly file a Shelf Registration Statement on Form S-1 S-11 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for so long as any Registrable Securities covered by such Initial Shelf Registration Statement on Form S-1 or subsequent Shelf Registration, as the case may be, remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 6 of this Agreement. The Company shall use reasonable best efforts to keep any such Registration Statement referred to in this paragraph continuously effective; not subject to any stop order, injunction or other similar order or requirement of the Commission; and to meet the requirements of General Instruction H of Form S-11 until all Registrable Securities registered thereunder have been sold pursuant to such Registration Statement.

Subsequent Shelf Registration Statements. (a) After Until the earlier of (i) three years following the Effective Date of the Initial Shelf Registration Statement and (ii) for so long as any Registrable Securities requested by the Requesting Group to be included in the Initial Shelf Registration Statement (the “Requested Securities”) remain outstandingoutstanding (the “Registration Expiration Date”), the Company shall use its reasonable best efforts to (A) become eligible and/or to maintain its eligibility to register the Registrable Requested Securities on Form S-3 and (B) if the Company is unable to maintain its eligibility to register the Requested Securities on Form S-3, maintain its ability to meet the eligibility requirements of General Instruction VII of to register the Requested Securities on Form S-1. (b) After Prior to the Initial Shelf Registration Expiration Date and for so long as any Registrable Securities remain outstandingDate, if there is not an effective Shelf Registration Statement which includes the Registrable Requested Securities that are currently outstanding, the Company shall shall: (i) if the Company is eligible to register the Registrable Requested Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable effective, or (ii) if the Company is not eligible at such time to register the Registrable Requested Securities on Form S-3, S-3 promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable practicable, but in no event more than 15 days or, if the staff of the Commission notifies the Company that such Registration Statement has been selected for review, 90 days following the initial filing date thereof, unless an acceleration request seeking effectiveness would not be accepted by the Commission in which case the Company shall seek effectiveness as promptly as possible thereafter, or (iii) promptly file a Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable, but in no event more than 15 days or, if the staff of the Commission notifies the Company that such Registration Statement has been selected for review, 90 days following the initial filing date thereof, unless an acceleration request seeking effectiveness would not be accepted by the Commission in which case the Company shall seek effectiveness as promptly as possible thereafter,. Prior to the Registration Expiration Date, for so long as any Registrable of the Requested Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will shall file any supplements to the Prospectus Registration Statement or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus Registration Statement any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, K. (c) In the event that these obligations remain subject prior to the Company’s rights under Section 7 Registration Expiration Date there is not an effective Registration Statement which includes the Requested Securities for any period of this Agreementtime, the Registration Expiration Date shall be deemed to be extended by the number of days an effective Registration Statement is unavailable.

Subsequent Shelf Registration Statements. (a) After (i) the Effective Date of the Initial Shelf Registration Statement and prior to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) ensure that it will be eligible to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration Date. (b) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) become be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 S-3, and (B) meet the requirements of General Instruction VII of Form S-1. (bc) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement.

Subsequent Shelf Registration Statements. (a) After (i) the Effective Date of the Initial Shelf Registration Statement and prior to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Registerable Securities remain outstanding, the Company shall use its best reasonable efforts to (A) become ensure that it will be eligible to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration Date. (b) After the Initial Shelf Expiration Date and for so long as any Registerable Securities remain outstanding, the Company shall use its reasonable efforts to (A) be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 S-3, and (B) meet the requirements of General Instruction VII of Form S-1. (bc) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstandingDate, if there is not an effective Registration Statement which includes the Registrable Securities that are is currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or effective, (ii) if the Company is not a Smaller Reporting Company eligible at such time to register the Registrable Securities on incorporate by reference pursuant to Item 12(b) of Form S-3S-1, promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as or (iii) promptly as practicable file a Shelf Registration Statement on Form S-1 and use its reasonable efforts to cause such Registration Statement to be declared effective and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement6.

Subsequent Shelf Registration Statements. (a) After (i) the Effective Date of the Initial Shelf Registration Statement and prior to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) ensure that it will be eligible to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration Date. (b) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, the Company shall use its best efforts to (A) become be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3 S-3, and (B) meet the requirements of General Instruction VII of Form S-1. (bc) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable or (ii) if the Company is not eligible at such time to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable and for so long as any Registrable Securities covered by such Shelf Registration Statement on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement.