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

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 Unless all of the Registrable Shares covered by the registration statement have earlier been sold or withdrawn from sale or cease to be Registrable Shares, the Company shall use its Commercially Reasonable Efforts to maintain the effectiveness of any Demand Registration for a period ending upon the sooner of (i) 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 that they no longer intend to offer or sell such securities pursuant to the registration statement and (ii) the expiration of the period lasting one hundred eighty (180) 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 number of days during which the Selling Holders are prohibited from making sales pursuant to 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 2.1.3.2) (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 (x) such time as all of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration 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 registration are not satisfied other than by reason of some act or omission by the Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an underwritten offering, the Selling Holders determine not to proceed following any delay of more than sixty (60) consecutive days imposed by the Company under Section 2.1.3.2 hereof, provided, that prior to such delay, the Holders have not sold more than eighty percent (80%) of the Registrable Shares included in such Demand Registration on a demand basis.

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts to prepare and file a registration statement with respect to such Demand Registration the SEC as promptly as practicable following such but in no event later than sixty (60) calendar days after the Demand and Notice Date, a Registration Statement registering for resale by the Demanding Holders the Registrable Securities requested to be registered. The Company shall use its Commercially Reasonable Efforts reasonable best efforts to cause the same such Registration Statement to be declared effective as promptly as practicable following such Demand. Unless all of no later than 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 Commercially Reasonable Efforts to maintain the effectiveness of any Demand Registration for a period ending upon the sooner of (i) the sale of all Registrable Shares covered by such registration statement or five (5) calendar days after the date on which the Holders of unsold Registrable Shares deliver written Company receives notice to from the Company SEC that they no longer intend to offer or sell such securities pursuant to the registration statement Registration Statement may be declared effective and (ii) the expiration of the period lasting date which is one hundred eighty fifty (180150) calendar days (in after the case of a shelf registration) or ninety (90) days (in Demand Notice Date. The Company shall use its reasonable best efforts to cause the case of any other registration) after such registration statement is first declared effective, plus (x) the number of days during which the Selling Holders are prohibited from making sales Registration Statement filed pursuant to 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 this Section 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 2.01 to remain effective until the earlier of (xA) 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 all of a Form F-3 Registration Statement covering the Registrable Shares included on a demand basis in such registration have Securities has been sold or disposed of declared effective by the Selling Holders or cease to be Registrable Shares, or (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration 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 registration are not satisfied other than by reason of some act or omission by the Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an underwritten offering, the Selling Holders determine not to proceed following any delay of more than sixty (60) consecutive days imposed by the Company under Section 2.1.3.2 hereof, provided, that prior to such delay, the Holders have not sold more than eighty percent (80%) of the Registrable Shares included in such Demand Registration on a demand basisSEC.

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 Commercially Reasonable Efforts to maintain the effectiveness of any Demand Registration for a period ending upon the sooner of (i) As soon as reasonably practicable after the sale 120-day anniversary of all Registrable Shares covered by such the date the Company’s registration statement or the date on which the Holders of unsold Registrable Shares deliver written notice to the Company that they no longer intend to offer or sell such securities pursuant to the registration statement and Form S-11 (iiNo. 333-113890) the expiration of the period lasting one hundred eighty (180) 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 number of days during which the Selling Holders are prohibited from making sales pursuant to 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 2.1.3.2) (the “Demand Period”). A registration will not count as a Demand Registration unless it is declared effective by the Commission (the “S-11 Effective Date”), and remains in no event later than the 220-day anniversary of the S-11 Effective Date (the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 under the Securities Act (or any successor thereto or any other appropriate form under the Securities Act) relating to the offer and sale of the Registrable Securities 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 any comments made by the Commission regarding such registration statement and filing any necessary pre-effective until amendments and all necessary exhibits thereto, and will use its good faith best efforts to cause such Registration Statement to be declared effective by the Commission as soon as possible after the initial filing and in any event within 90 days after the date of the initial filing; provided, however, that the Company shall be under no obligation to cause such Registration Statement to be declared effective prior to the 181-day anniversary of the S-11 Effective Date. The Company will, subject to customary blackout periods as necessary, 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) such time as all the second anniversary of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or Effectiveness Date and (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration 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 registration are not satisfied other than by reason of some act or omission date upon which all shares then held by the Holders requesting Investor may be resold without restriction of any kind and without need for such registration; Registration Statement to be effective. (ii) If the Company voluntarily takes any action shall furnish to the Investor a certificate signed by the Chief Executive Officer or the President of the Company stating that would result in the Holder not being able good faith judgment of the Board of Directors it would be seriously detrimental to sell the Company or its stockholders for a registration statement to be filed at such Registrable Shares covered thereby during time, then the Demand Period; Company’s obligation to use its good faith best efforts to register, qualify or (iiicomply under this Section 2(a) if the Demand Registration does not involve an underwritten offering, the Selling Holders determine shall be deferred for a period not to proceed following any delay exceed 90 days from the date of more than sixty (60) consecutive days imposed by the Company under Section 2.1.3.2 hereofFiling Deadline, provided, however, that prior to such delay, the Holders have Company may not sold utilize this right more than eighty percent (80%) of the Registrable Shares included in such Demand Registration on a demand basisonce.

Filing and Effectiveness of Registration Statement. The Company Probex shall prepare and file with the SEC as soon as practicable after the Closing of this Agreement, a registration statement with respect Registration Statement relating to the offer and sale of the Registrable Securities and shall use all commercially reasonable efforts to cause the SEC to declare such Demand Registration Statement effective under the Securities Act as promptly as practicable following such Demand and use its Commercially Reasonable Efforts to cause thereafter. If the same to be 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 the Holders in such amounts and at such times in the manner set forth below as promptly as practicable following partial relief for the damages to the Holders by reason of any such Demand. Unless all delay in or reduction of their ability to sell the Registrable Shares covered by the registration statement have earlier been sold or withdrawn from sale or cease to Securities (which remedy shall not be Registrable Shares, the Company shall use its Commercially Reasonable Efforts to maintain the effectiveness exclusive of any Demand Registration for a period ending upon the sooner of other remedies available at law or in equity): (i) if the sale 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 all Registrable Shares covered Probex Common Stock equal to two percent (2%) of the Probex Common Stock acquirable upon conversion of the Note held by such registration statement 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 date 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 of unsold Registrable Shares deliver written notice are entitled to the Company that they no longer intend to offer or sell such securities receive pursuant to this subsection 20.1 shall be delivered as soon as possible following the registration statement 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) the expiration of the period lasting one hundred eighty (180) 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 number of days during which the Selling Holders are prohibited from making sales pursuant to 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 2.1.3.2) (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 (x) such time as all of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute be issued to the Holders at a Demand Registration for purposes value per share equal to the closing price of the preceding sentence if: (i) Probex Common Stock as reported on the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act or omission by American Stock Exchange on the Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an underwritten offering, the Selling Holders determine not to proceed following any delay of more than sixty (60) consecutive days imposed by the Company under Section 2.1.3.2 hereof, provided, that trading day prior to such delay, the Holders have not sold more than eighty percent (80%) of the Registrable Shares included in such Demand Registration on a demand basistheir issuance."

Filing and Effectiveness of Registration Statement. The Company shall file a registration statement with respect (i) Subject to such Demand Registration as promptly as practicable following such Demand and use its Commercially Reasonable Efforts to cause blackout periods permitted hereunder, after the same to be declared effective as promptly as practicable following such Demand. Unless all 180-day anniversary of the Registrable Shares covered by date hereof, and in no event later than the registration statement have earlier been sold or withdrawn from sale or cease to be Registrable Shares210-day anniversary of the date hereof, the Company shall use its Commercially Reasonable Efforts prepare and file with the Commission (the “Filing Deadline”) a Registration Statement on Form S-3 under the Securities Act relating to maintain the effectiveness resale of the Registrable Securities by the Investor and will promptly take all actions that are reasonably necessary or reasonably advisable in connection with such registration, including, without limitation, providing written responses to any Demand Registration for a period ending upon comments made by the sooner of (i) the sale of all Registrable Shares covered by Commission regarding such registration statement or the date on which the Holders of unsold Registrable Shares deliver written notice and filing any necessary pre-effective amendments and all necessary exhibits thereto, and will use commercially reasonable efforts to the Company that they no longer intend cause such Registration Statement to offer or sell such securities pursuant to the registration statement and (ii) the expiration of the period lasting one hundred eighty (180) 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 number of days during which the Selling Holders are prohibited from making sales pursuant to 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 2.1.3.2) (the “Demand Period”). A registration will not count as a Demand Registration unless it is be declared effective by the Commission as soon as reasonably practicable after the initial filing and remains in any event within 120 days after the date of the initial filing. The Company will, subject to blackout periods as permitted hereunder, use its commercially reasonable efforts to keep such Registration Statement effective until for the period beginning on the date such Registration Statement becomes effective (the “Effectiveness Date”) and terminating on the earlier of (x) such time as all the second anniversary of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or date hereof and (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration 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 registration are not satisfied other than by reason of some act or omission earliest date upon which all Shares then held by the Holders requesting such registration; Investor are no longer Registrable Securities. (ii) If the Company voluntarily takes any action shall furnish to the Investor a certificate signed by the Chief Executive Officer, the President and Chief Operating Officer, or the Chief Financial Officer of the Company (a “Suspension Certificate”) stating that would result in the Holder not being able reasonable judgment of the management it would be detrimental or potentially detrimental to sell such Registrable Shares covered thereby during the Demand Period; Company or (iii) if its stockholders for a registration statement to be filed or, as the Demand case may be, remain effective, then the Company’s obligation to file and/or maintain the effectiveness of the Registration does not involve an underwritten offering, the Selling Holders determine Statement shall be suspended for a period not to proceed following any delay of more than sixty (60) exceed 90 consecutive days imposed by the Company under Section 2.1.3.2 hereofat a time (such period, a “Suspension Period”), provided, however, that prior to such delay, the Holders have Company may not sold utilize this right more than eighty percent once in any 12-month period; provided, further, that the Company may, upon furnishing the Investor with an additional Suspension Certificate impose one additional fifteen (80%15) consecutive day Suspension Period in the same 12-month period (but not immediately following the cessation of the Registrable Shares included in such Demand Registration on a demand basisaforementioned 90-day period).

Filing and Effectiveness of Registration Statement. The Company Prior to the Closing Date, First Midwest shall file prepare a registration statement on Form S-3 (or on such other form as then may be available to First Midwest) registering the offer and sale, by the Stockholders, of the Registrable Securities (the "Registration Statement") and shall take all corporate action necessary to authorize the filing of such Registration Statement with respect the SEC. First Midwest shall (i) provide the Stockholders and their respective counsel with an opportunity to participate in the preparation of such Demand Registration Statement and, to the extent practicable, each amendment thereto, (ii) give each of them such access to the books, records, and properties of First Midwest and its subsidiaries (to the extent customarily given to selling stockholders in a registered offering and sale of an issuer's securities) and (iii) give each of them such opportunities to discuss the business of First Midwest with its officers and independent public accountants who have certified its financial statements and require such officers and accountants to supply such information, as promptly in each case shall be reasonably requested by any Stockholder or his or her counsel in connection with a "reasonable investigation" of the information contained in the Registration Statement within the meaning of the Securities Act; provided, however, that the Stockholders shall provide to First Midwest written assurances reasonably satisfactory to First Midwest that any information disclosed as practicable provided above shall be kept confidential unless required to be set forth in the Registration Statement. Subject to Paragraph 2(d) below, First Midwest shall file with the SEC the Registration Statement within five (5) business days following such Demand the Effective Time of the Merger and shall use its Commercially Reasonable Efforts reasonable efforts to cause the same Registration Statement to be declared become effective as promptly soon as practicable following thereafter; provided, however, that First Midwest shall have the right to delay such Demandfiling and/or effectiveness until such time as the Stockholders have complied with the requirements of Paragraph 1(e)(i). Unless all The Registration Statement shall provide for the sale of the Registrable Shares covered by the registration statement have earlier been sold from time to time on a delayed or withdrawn from sale or cease to be Registrable Shares, the Company shall use its Commercially Reasonable Efforts to maintain the effectiveness of any Demand Registration for a period ending upon the sooner of (i) 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 that they no longer intend to offer or sell such securities continuous basis pursuant to Rule 415 under the registration statement and (ii) the expiration of the period lasting one hundred eighty (180) 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 number of days during which the Selling Holders are prohibited from making sales pursuant to 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 2.1.3.2) (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 (x) such time as all of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration 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 registration are not satisfied other than by reason of some act or omission by the Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an underwritten offering, the Selling Holders determine not to proceed following any delay of more than sixty (60) consecutive days imposed by the Company under Section 2.1.3.2 hereof, provided, that prior to such delay, the Holders have not sold more than eighty percent (80%) of the Registrable Shares included in such Demand Registration on a demand basisSecurities Act.