Common use of Filing and Effectiveness of Registration Statement Clause in Contracts

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts to prepare and file with the SEC as promptly as practicable but in no event later than sixty (60) calendar days after the Demand Notice Date, a Registration Statement registering for resale by the Demanding Holders the Registrable Securities requested to be registered. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (i) five (5) calendar days after the date on which the Company receives notice from the SEC that such Registration Statement may be declared effective and (ii) the date which is one hundred fifty (150) calendar days after the Demand Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 2.01 to remain effective until the earlier of (A) the date on which all Registrable Securities registered pursuant to such Registration Statement shall have been sold to the public and (B) the date which is one year after the date on which such Registration Statement is declared effective by the SEC; provided, however, that such date shall be increased by the number of days that the Demanding Holders may not sell Securities pursuant to Section 2.04(h). To the extent that there are any Registrable Securities unsold on a Demand Registration Statement at such time the company becomes eligible to file an F-3, the Company shall convert the Registration Statement covering the Registrable Securities to a Form F-3 (or a post-effective amendment on Form F-3 to a Form F-1); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Form F-3 Registration Statement covering the Registrable Securities has been declared effective by the SEC.

Filing and Effectiveness of Registration Statement. The Company shall file a registration statement with respect to such Demand Registration as promptly as practicable following such Demand and use its Commercially Reasonable Efforts to cause the same to be declared effective as promptly as practicable following such Demand. Unless all of the Registrable Shares covered by the registration statement have earlier been sold or withdrawn from sale or cease to be Registrable Shares, the Company shall use its reasonable best efforts Commercially Reasonable Efforts to prepare and file with maintain the SEC as promptly as practicable but in no event later than sixty (60) calendar days after effectiveness of any Demand Registration for a period ending upon the Demand Notice Date, a Registration Statement registering for resale by the Demanding Holders the Registrable Securities requested to be registered. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier sooner of (i) five (5) calendar days after the sale of all Registrable Shares covered by such registration statement or the date on which the Holders of unsold Registrable Shares deliver written notice to the Company receives notice from that they no longer intend to offer or sell such securities pursuant to the SEC that such Registration Statement may be declared effective registration statement and (ii) the date which is expiration of the period lasting one hundred fifty eighty (150180) calendar days (in the case of a shelf registration) or ninety (90) days (in the case of any other registration) after such registration statement is first declared effective, plus (x) the Demand Notice Date. The Company shall use its reasonable best efforts to cause number of days during which the Registration Statement filed Selling Holders are prohibited from making sales pursuant to this such Demand Registration because of any stop order, injunction or other order or requirement of the Commission or any other U.S. governmental agency or court and (y) the number of days constituting any Demand Suspension Period (as defined in Section 2.01 to remain 2.1.3.2) (the “Demand Period”). A registration will not count as a Demand Registration unless it is declared effective by the Commission and remains effective until the earlier of (Ax) such time as all of the date Registrable Shares included on which all Registrable Securities registered pursuant to a demand basis in such Registration Statement shall registration have been sold or disposed of by the Selling Holders or cease to the public and be Registrable Shares, or (By) the date which is one year after expiration of the date on which such Registration Statement is declared effective by the SEC; providedDemand Period. In addition, however, that such date a request for registration shall not be increased by the number of days that the Demanding Holders may not sell Securities pursuant deemed to Section 2.04(h). To the extent that there are any Registrable Securities unsold on constitute a Demand Registration Statement at for purposes of the preceding sentence if: (i) the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such time registration are not satisfied other than by reason of some act or omission by the company becomes eligible Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to file sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an F-3underwritten offering, the Selling Holders determine not to proceed following any delay of more than sixty (60) consecutive days imposed by the Company shall convert under Section 2.1.3.2 hereof, provided, that prior to such delay, the Registration Statement covering Holders have not sold more than eighty percent (80%) of the Registrable Securities to Shares included in such Demand Registration on a Form F-3 (or a post-effective amendment on Form F-3 to a Form F-1); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Form F-3 Registration Statement covering the Registrable Securities has been declared effective by the SECdemand basis.

Filing and Effectiveness of Registration Statement. The (i) Upon the receipt by the Company at any time after the 180 day anniversary of the effective date of the registration statement on Form S-1 relating to the Company's initial public offering (the "IPO") of the written request of a holder or holders representing an aggregate of 25% or more of Registrable Securities, and in no event later than 60 days after the receipt of such request (but subject to any applicable Blackout Periods), the Company shall use its reasonable best efforts to prepare and file with the SEC as promptly as practicable but in no event later than sixty Commission (60the "Filing Deadline") calendar days after the Demand Notice Date, a Registration Statement registering for resale by under the Demanding Holders Securities Act relating to the offer and sale of the Registrable Securities requested by the Investor and will promptly take all actions that are necessary or advisable in connection with such registration, including without limitation providing written responses to be registered. The Company shall any comments made by the Commission regarding such registration statement and filing any necessary pre-effective amendments and all necessary exhibits thereto, and will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective no later than by the Commission as soon as possible after the initial filing thereof. The Company will, subject to any applicable Blackout Periods, use its commercially reasonable efforts to keep such Registration Statement effective for the period beginning on the date such Registration Statement becomes effective (the "Effectiveness Date") and terminating on the earlier of (x) the second anniversary of the date hereof and (y) the date upon which all Registrable Securities then held by the Investor either (i) five (5) calendar days after the date on which the Company receives notice from the SEC that may be resold without restriction of any kind and without need for such Registration Statement may to be declared effective and or (ii) have been disposed of pursuant to transactions contemplated by the date which is one hundred fifty (150) calendar days after the Demand Notice DateRegistration Statement. The Company shall use its reasonable best efforts Company's obligation to cause the file a Registration Statement filed pursuant to under this Section 2.01 to remain effective until 2(a) shall terminate on the earlier of (A) the second anniversary of the date on which all Registrable Securities registered pursuant to such Registration Statement shall have been sold to the public hereof and (B) the date upon which is one year after all Registrable Securities then held by the date on which such Investor either (i) may be resold without restriction of any kind and without need for a Registration Statement is declared to be effective or (ii) have been disposed of pursuant to transactions contemplated by the SEC; provided, however, that such date shall Registration Statement. Only one demand for a registration of Registrable Securities may be increased by the number of days that the Demanding Holders may not sell Securities made pursuant to this Section 2.04(h2(a). To . (ii) Notwithstanding anything to the extent that there are contrary herein, if the filing or maintenance of any Registrable Securities unsold on a Demand Registration Statement at such time would require the company becomes eligible Company to file an F-3make a disclosure that would, in the reasonable judgment of the Company's Board of Directors, have a material adverse effect on the business, operations, properties, prospects or financial condition of the Company or on pending or imminent transactions, the Company shall convert have the right, upon written notice to the Investor, to delay the filing of any Registration Statement covering the Registrable Securities or of any amendment thereto for a period not to a Form F-3 (exceed 45 days, or a post-effective amendment on Form F-3 to a Form F-1); provided that the Company shall use reasonable best efforts suspend its obligation to maintain the effectiveness of the any Registration Statement then and to suspend the use of any Prospectus or Prospectus supplement in effect connection with any Registration Statement for an aggregate of 45 calendar days in any period of twelve consecutive months (each, a "Blackout Period"). The Investor agrees that upon receipt of any such notice from the Company, it shall immediately cease all efforts to dispose of Registrable Securities pursuant to such Registration Statement until such time as the Company shall notify it of the end of such restrictions or, if earlier, the expiration of the Blackout Period. (iii) If a Form F-3 Registration Statement covering registration pursuant to this Section 2(a) involves an underwritten Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the Company and the Investor and other selling security holders (if any) intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering, including with respect to the price at which such shares can be sold (the "Maximum Offering Size"), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all Registrable Securities has been declared effective of the Investor and (2) second, the securities proposed to be registered by the SECCompany and by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration.

Filing and Effectiveness of Registration Statement. The (a) Not later than the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the SEC as promptly as practicable but in no event later than sixty (60) calendar days after the Demand Notice Date, Commission a draft Registration Statement registering for on Form S-1 relating to the resale by the Demanding Holders Purchaser of all (or such other number as the Registrable Securities requested to be registeredCommission will permit) the Conversion Shares. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (i) five (5) calendar days after the date on which the Company receives notice from the SEC that such Registration Statement may be declared effective and (ii) the date which is one hundred fifty (150) calendar days after the Demand Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Conversion Shares covered by the Registration Statement (i) have been sold, thereunder or pursuant to this Section 2.01 to remain effective until the earlier of Rule 144, or (Aii) the date on which all Registrable Securities registered may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Purchaser. (b) Notwithstanding the registration obligations set forth in Section 4.21(a), if the Commission informs the Company that all of the Conversion Shares cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Purchaser and use its best efforts to file amendments to the Registration Statement shall have been sold as required by the Commission, covering the maximum number of Conversion Shares permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Conversion Shares as a secondary offering, subject to the public and (B) the date which is one year after the date provisions of Section 2(d); with respect to filing on which such Registration Statement is declared effective by the SECForm S-1 or other appropriate form; provided, however, that prior to filing such date shall be increased by the number of days that the Demanding Holders may not sell Securities pursuant to Section 2.04(h). To the extent that there are any Registrable Securities unsold on a Demand Registration Statement at such time the company becomes eligible to file an F-3amendment, the Company shall convert be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Conversion Shares in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Conversion Shares permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Conversion Shares), unless otherwise directed in writing by the Purchase as the Conversion Shares, the number of Conversion Shares to be registered on such Registration Statement will be reduced as follows: the Company shall reduce or eliminate any securities to be included by any Person other than the Purchaser. In the event of a cutback hereunder, the Company shall give the Purchaser at least five (5) Trading Days prior written notice along with the calculations as to the Purchaser’s allotment. In the event the Company amends the Registration Statement covering in accordance with the Registrable Securities foregoing, the Company will use its best efforts to a Form F-3 (file with the Commission, as promptly as allowed by Commission or a post-effective amendment SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 S-1 or such other form available to a register for resale those Conversion Shares that were not registered for resale on the Registration Statement, as amended. Such an additional registration statement shall be subject to this Section 4.21. (d) If Form F-1); S-1 is not available for the registration of the resale of the Conversion Shares hereunder, the Company shall (i) register the resale of the Conversion Shares on another appropriate form and (ii) undertake to register the Conversion Shares on Form S-1 as soon as such form is available, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Form F-3 Registration Statement on Form S-1 covering the Registrable Securities Conversion has been declared effective by the SECCommission.

Filing and Effectiveness of Registration Statement. The Company Probex shall use its reasonable best efforts to prepare and file with the SEC as promptly soon as practicable but in no event later than sixty (60) calendar days after the Demand Notice DateClosing of this Agreement, a Registration Statement registering for resale by relating to the Demanding Holders offer and sale of the Registrable Securities requested to be registered. The Company and shall use its all commercially reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (i) five (5) calendar days after the date on which the Company receives notice from the SEC that such Registration Statement may be declared effective and (ii) the date which is one hundred fifty (150) calendar days after the Demand Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant SEC to this Section 2.01 to remain effective until the earlier of (A) the date on which all Registrable Securities registered pursuant to declare such Registration Statement shall have been sold to effective under the public and (B) the date which is one year after the date on which such Registration Statement is declared effective by the SEC; provided, however, that such date shall be increased by the number of days that the Demanding Holders may not sell Securities pursuant to Section 2.04(h)Act as promptly as practicable thereafter. To the extent that there are any Registrable Securities unsold on a Demand Registration Statement at such time the company becomes eligible to file an F-3, the Company shall convert If the Registration Statement covering the Registrable Securities is not declared effective by the SEC on or before the dates set forth below, then Probex shall make payments to a Form F-3 the Holders in such amounts and at such times in the manner set forth below as partial relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or a post-effective amendment on Form F-3 to a Form F-1); provided that in equity): (i) if the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Form F-3 Registration Statement covering the Registrable Securities is not declared effective by the SEC on or before March 31, 2001, each Holder shall be entitled to receive, for no additional cash consideration, additional shares of Probex Common Stock equal to two percent (2%) of the Probex Common Stock acquirable upon conversion of the Note held by such Holder as of March 31, 2001; and (ii) if the Registration Statement covering the Registrable Securities is not declared effective by the SEC on or before the calendar quarter ending June 30, 2001, and thereafter on or before the last day of each succeeding calendar quarter, each Holder shall be entitled to receive, for each such calendar quarterly period, and for no additional cash consideration, additional shares of Probex Common Stock equal to two percent (2%) of the Probex Common Stock acquirable upon conversion of the Note held by such Holder. Probex shall notify the Holder by written notice that such Registration Statement has been declared effective by the SEC within three (3) business days of such declaration by the SEC. The Probex Common Stock to which the Holders are entitled to receive pursuant to this subsection 20.1 shall be delivered as soon as possible following the date upon the Holders are entitled to receive the same, and such shares shall be included in the Registration Statement as Registrable Securities. The shares of Probex Common Stock issued pursuant to subsections 20.1(i) and (ii) shall be deemed to be issued to the Holders at a value per share equal to the closing price of the Probex Common Stock as reported on the American Stock Exchange on the trading day prior to their issuance."

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts agrees to prepare and file with the SEC Commission as soon as practicable but no later than thirty days from the Closing Date (the "Filing Deadline"), a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than sixty ninety (6090) calendar days after the Demand Notice Date, a Closing Date ("Registration Statement registering for resale by the Demanding Holders the Registrable Securities requested to be registeredDeadline"). The Company shall use its reasonable best efforts promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to cause the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to be declared effective entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than the earlier of two (i2) five (5) calendar business days after the date on which the Company receives notice receipt of such indication from the SEC Commission, request that the effectiveness of such Registration Statement be accelerated within forty-eight (48) hours of the Commission's receipt of such request. The Company shall notify the Investors by written notice that such Registration Statement may be declared effective and (ii) the date which is one hundred fifty (150) calendar days after the Demand Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 2.01 to remain effective until the earlier of (A) the date on which all Registrable Securities registered pursuant to such Registration Statement shall have been sold to the public and (B) the date which is one year after the date on which such Registration Statement is declared effective by the SEC; provided, however, that such date shall be increased by the number of days that the Demanding Holders may not sell Securities pursuant to Section 2.04(h). To the extent that there are any Registrable Securities unsold on a Demand Registration Statement at such time the company becomes eligible to file an F-3, the Company shall convert the Registration Statement covering the Registrable Securities to a Form F-3 (or a post-effective amendment on Form F-3 to a Form F-1); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Form F-3 Registration Statement covering the Registrable Securities has been declared effective by the SEC.Commission within 24 hours of such declaration by the Commission. In the event that (a) the Registration Statement has not been filed by the Filing Deadline, (b) the Registration Statement for any reason has not been declared effective by the Registration Deadline, or (c) if the Registration Statement has been declared effective by the Registration Deadline but thereafter is not effective, then as of the fifteenth (15th) day of each calendar month after the Filing Deadline during which the Registration has not been filed or after the Registration Deadline during which the Registration Statement for any reason is not effective, the Company shall be obligated to pay to LJCI a monthly fee in the amount of Ten Thousand Dollars ($10,000.00) ("Monthly Fee") with such Monthly Fee increasing to Fifteen Thousand Dollars ($15,000) after the first thirty day period. Regardless of the foregoing provisions, any obligation of Meltronix to pay the Monthly Fee shall automatically and irrevocably terminate as of the time at which all Registrable Securities have become excluded from the definition of Restricted Securities as described in Section 1(A)(11) hereof. (B)

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts to prepare and file with the SEC Commission not later than 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than sixty (60) calendar 270 days after the Demand Notice Closing Date, a Registration Statement registering for resale by the Demanding Holders the Registrable Securities requested to be registered. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (i) five (5) calendar days after the date on which the Company receives notice from the SEC that such Registration Statement may be declared effective and (ii) the date which is one hundred fifty (150) calendar days after the Demand Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 2.01 to remain effective until the earlier of (A) the date on which all Registrable Securities registered pursuant to such Registration Statement shall have been sold to the public and (B) the date which is one year after the date on which such Registration Statement is declared effective by the SEC; provided, however, that such date shall be increased by the number of days that the Demanding Holders may not sell Securities pursuant to Section 2.04(h). To the extent that there are any Registrable Securities unsold on a Demand Registration Statement at such time the company becomes eligible to file an F-3, the Company shall convert the Registration Statement covering the Registrable Securities to a Form F-3 (or a post-effective amendment on Form F-3 to a Form F-1); provided that the Company shall use reasonable best efforts to maintain if the effectiveness of the Registration Statement then is delayed directly as a result of disclosure in effect until the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for an additional 60 days. The Company shall promptly (and, in any event, no more than 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer Initial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time as a Form F-3 after the filing of the Registration Statement covering pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities Securities, except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the SECCommission within 24 hours of such declaration by the Commission.