Common use of Warrant Shelf Registration Clause in Contracts

Warrant Shelf Registration. (a) If any Warrants are included in a Demand Registration, Parent shall prepare and cause to be filed with the Commission on or prior to 30 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 90 days)) after the date of the Demand Registration Request, pursuant to Rule 415 under the Act, a Registration Statement (each a "Warrant Shelf Registration Statement") on the appropriate form relating to resales of Transfer Restricted Warrant Securities by the Holders thereof. Parent shall use its best efforts to cause the Warrant Shelf Registration Statement to be declared effective by the Commission on or before 90 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 180 days), after the date the Demand Registration is effected. To the extent necessary to ensure that the Warrant Shelf Registration Statement is available for sales of Transfer Restricted Warrant Securities by the Holders thereof entitled to the benefit of this Section 7(a), Parent shall use its best efforts to keep any Warrant Shelf Registration Statement required by this Section 7(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 8(b) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the Expiration Date; provided that such obligation shall expire before such date if Parent delivers to the Warrant Agent (if there is a Warrant Agent at such time, or, if there is no Warrant Agent, to the Holders) a written opinion of counsel to Parent (which opinion of counsel shall be satisfactory to Parent) that all Holders (other than Affiliates of Parent) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to (or if there is no Warrant Agent, Parent shall) remove the private placement legend from all Warrants and Warrant Shares; provided, further, that notwithstanding the foregoing, any Affiliate of Parent may, with notice to Parent, require Parent to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. (b) Provision by Holders of Certain Information in Connection with the Warrant Shelf Registration Statement. No Holder of Transfer Restricted Warrant Securities may include any of its Transfer Restricted Warrant Securities in any Warrant Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Parent in writing the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Warrant Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to Parent by such Holder not materially misleading. Parent will promptly prepare and file a Prospectus supplement including such information provided by any Holder to the extent that such Holder reasonably determines that a Prospectus supplement is required in connection with such Holder's sale of Transfer Restricted Warrant Securities under the Warrant Shelf Registration Statement and so notifies Parent. (c) Parent shall have no registration obligations under this Agreement with respect to any Warrants or Warrant Shares except as provided in Section 3(b) or this Section 7. References herein to the Warrants, Warrant Shares and Transfer Restricted Warrant Securities shall only refer to such securities to the extent that Parent has registration obligations therefor.

Warrant Shelf Registration. (a) If any Warrants are included in a Demand Registration, Parent shall prepare and cause to be filed with the Commission on or prior to 30 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 90 days)) after the date of the Demand Registration Request, pursuant to Rule 415 under the Act, a Registration Statement (each a "Warrant Shelf Registration StatementWARRANT SHELF REGISTRATION STATEMENT") on the appropriate form relating to resales of Transfer Restricted Warrant Securities by the Holders thereof. Parent shall use its reasonable best efforts to cause the Warrant Shelf Registration Statement to be declared effective by the Commission on or before 90 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 180 days), after the date the Demand Registration is effected. To the extent necessary to ensure that the Warrant Shelf Registration Statement is available for sales of Transfer Restricted Warrant Securities by the Holders thereof entitled to the benefit of this Section 7(a), Parent shall use its reasonable best efforts to keep any Warrant Shelf Registration Statement required by this Section 7(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 8(b) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the Expiration Date; provided that such obligation shall expire before such date if Parent delivers to the Warrant Agent (if there is a Warrant Agent at such time, or, if there is no Warrant Agent, to the Holders) a written opinion of counsel to Parent (which opinion of counsel shall be satisfactory to Parent) that all Holders (other than Affiliates of Parent) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to (or if there is no Warrant Agent, Parent shall) remove the private placement legend from all Warrants and Warrant Shares; provided, further, that notwithstanding the foregoing, any Affiliate of Parent may, with notice to Parent, require Parent to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. (b) Provision by Holders of Certain Information in Connection with the Warrant Shelf Registration Statement. No Holder of Transfer Restricted Warrant Securities may include any of its Transfer Restricted Warrant Securities in any Warrant Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Parent in writing the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Warrant Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to Parent by such Holder not materially misleading. Parent will promptly prepare and file a Prospectus supplement including such information provided by any Holder to the extent that such Holder reasonably determines that a Prospectus supplement is required in connection with such Holder's sale of Transfer Restricted Warrant Securities under the Warrant Shelf Registration Statement and so notifies Parent. (c) Parent shall have no registration obligations under this Agreement with respect to any Warrants or Warrant Shares except as provided in Section 3(b) or this Section 7. References herein to the Warrants, Warrant Shares and Transfer Restricted Warrant Securities shall only refer to such securities to the extent that Parent has registration obligations therefor.use

Warrant Shelf Registration. (a) If any Warrants are included in a Demand Registration, Parent shall prepare and cause to be filed with the Commission on or prior to 30 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 90 days)) after the date of the Demand Registration Request, pursuant to Rule 415 under the Act, a Registration Statement (each a "Warrant Shelf Registration StatementWARRANT SHELF REGISTRATION STATEMENT") on the appropriate form relating to resales of Transfer Restricted Warrant Securities by the Holders thereof. Parent shall use its best efforts to cause the Warrant Shelf Registration Statement to be declared effective by the Commission on or before 90 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 180 days), after the date the Demand Registration is effected. To the extent necessary to ensure that the Warrant Shelf Registration Statement is available for sales of Transfer Restricted Warrant Securities by the Holders thereof entitled to the benefit of this Section 7(a), Parent shall use its best efforts to keep any Warrant Shelf Registration Statement required by this Section 7(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 8(b) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the Expiration Date; provided that such obligation shall expire before such date if Parent delivers to the Warrant Agent (if there is a Warrant Agent at such time, or, if there is no Warrant Agent, to the Holders) a written opinion of counsel to Parent (which opinion of counsel shall be satisfactory to Parent) that all Holders (other than Affiliates of Parent) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to (or if there is no Warrant Agent, Parent shall) remove the private placement legend from all Warrants and Warrant Shares; provided, further, that notwithstanding the foregoing, any Affiliate of Parent may, with notice to Parent, require Parent to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. (b) Provision by Holders of Certain Information in Connection with the Warrant Shelf Registration Statement. No Holder of Transfer Restricted Warrant Securities may include any of its Transfer Restricted Warrant Securities in any Warrant Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Parent in writing the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Warrant Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to Parent by such Holder not materially misleading. Parent will promptly prepare and file a Prospectus supplement including such information provided by any Holder to the extent that such Holder reasonably determines that a Prospectus supplement is required in connection with such Holder's sale of Transfer Restricted Warrant Securities under the Warrant Shelf Registration Statement and so notifies Parent. (c) Parent shall have no registration obligations under this Agreement with respect to any Warrants or Warrant Shares except as provided in Section 3(b) or this Section 7. References herein to the Warrants, Warrant Shares and Transfer Restricted Warrant Securities shall only refer to such securities to the extent that Parent has registration obligations therefor.

Warrant Shelf Registration. (a) If any Warrants are included in a Demand Registration, Parent The Company shall prepare and cause to be filed with the Commission on or prior to 30 -------------------------- within 60 days (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant to Rule 144A under the Act, 90 days)) after the date of original issuance of the Demand Registration Request, pursuant to Rule 415 Initial Warrants a shelf registration statement under the Act, a Registration Statement Act (each a the "Warrant Shelf Registration -------------------------- Statement") on the appropriate form ), relating to resales of all Transfer Restricted Warrant Securities by Warrants, the Holders thereof. Parent of which --------- shall have provided the information required pursuant to Section 4(f) hereof, and shall use its best efforts to cause such Warrant Shelf Registration Statement to become effective under the Act within 120 days after the date of original issuance of the Initial Warrants. The Company shall use its best efforts to keep the Warrant Shelf Registration Statement to be declared effective continuously effective, supplemented and amended as required by the Commission on or before 90 days provisions of Sections 6(b) and (or, if the Warrants are not at such time of the same class as securities listed on a national securities exchange or quoted in a U.S. automated system (as determined pursuant c) hereof to Rule 144A under the Act, 180 days), after the date the Demand Registration is effected. To the extent necessary to ensure that the Warrant Shelf Registration Statement it is available for sales of Transfer Restricted Warrant Securities Warrants by the Holders thereof entitled to the benefit of this Section 7(a4(b), Parent shall use its best efforts and to keep any Warrant Shelf Registration Statement required by this Section 7(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 8(b) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date such time as of which no all Transfer Restricted Warrants remain outstanding have been sold thereunder or otherwise or exercised and (ii) if all of the Warrants expire unexercised, the Expiration Date; provided that such obligation shall expire before such date if Parent delivers to the Warrant Agent (if there is a Warrant Agent at such time, or, if there is no Warrant Agent, to the Holders) a written opinion of counsel to Parent (which opinion of counsel shall be satisfactory to Parent) that all Holders (other than Affiliates of Parent) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to (or if there is no Warrant Agent, Parent shall) remove the private placement legend from all Warrants and Warrant Sharesthree years after its effective date; provided, furtherhowever, that notwithstanding (x) in the foregoing, any Affiliate of Parent may, with notice event the Company is -------- ------- required to Parent, require Parent to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds issue Contingent Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. (b) Provision by Holders of Certain Information in Connection with the Warrant Shelf Registration Statement. No Holder of Transfer Restricted Warrant Securities may include any of its Transfer Restricted Warrant Securities in any Warrant Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Parent in writing the information specified in Item 507 or 508 of Regulation S-Kand/or Additional Warrants, as applicablethe case may be, of the Act for use in connection with any Warrant Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to Parent by such Holder not materially misleading. Parent will promptly prepare and file a Prospectus supplement including such information provided by any Holder to the extent that such Holder reasonably determines that a Prospectus supplement is required in connection with such Holder's sale of Transfer Restricted Warrant Securities under Company shall amend the Warrant Shelf Registration Statement to include such Contingent Warrants and/or Additional Warrants, (y) the Company may include in the Warrant Shelf Registration Statement additional warrants issued pursuant to the Warrant Agreement, and so notifies Parent. in the case of either (c) Parent shall have no registration obligations under this Agreement with respect to any Warrants or Warrant Shares except as provided in Section 3(bx) or (y), the time period specified in this Section 7. References herein 4(b)(ii) shall be three years after the issuance of such additional warrants pursuant to the Warrant Agreement, Contingent Warrants and/or Additional Warrants, Warrant Shares and Transfer Restricted Warrant Securities shall only refer to such securities to the extent that Parent has registration obligations therefor.