Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. (a) The General Partner shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such prospectus supplement or post-effective amendment.

Initial Shelf Registration. (a) The General Partner Company shall prepare and file with the SEC a "shelf" registration statement with respect Registration Statement for an offering to all Registrable Securities be made on any appropriate form a continuous basis pursuant to Rule 415 (or similar rule that may be adopted by covering all of the Commission) under the Act Registrable Notes (the "Initial Shelf RegistrationINITIAL SHELF REGISTRATION") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, ). The Company shall use its best efforts to have such file with the SEC the Initial Shelf Registration declared effective within 30 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). other than any securities requested by the Commission on or prior holders thereof to 90 days after be included in such registration pursuant to that Registration Rights and Stockholders Agreement, dated as of May 9, 1996, among the Filing Date. (b) The General Partner Company, Leti▇▇▇ ▇▇▇poration, a Delaware corporation, and the purchasers of the Company's Senior Subordinated Notes due 2004 in an aggregate principal amount of $25,000,000 and warrants to purchase shares of the Common Stock, $.01 par value per share, of the Company, the Company shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all the Registrable Securities Notes covered by the Initial Shelf Registration have been sold pursuant to in the terms of manner set forth and as contemplated in the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand (ii) a Subsequent Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" covering all of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-Notes has been declared effective amendment as soon as practicable after under the Company is notified of the matters to be included in such prospectus supplement or post-effective amendmentSecurities Act.

Initial Shelf Registration. (a) The General Partner Company shall file with the Commission within forty-five (45) days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a "shelf" registration statement with respect to all Registrable Securities Registration Statement for a Shelf Registration on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act Form S-1 (the "Initial “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration") Registration on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions Form S-3 (the "Filing Date") (i) “Form S-3 Shelf”), in each case, covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Shelf Registration have been sold resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain a Shelf in accordance with the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may bethis Agreement, and related prospectusshall use its commercially reasonable efforts to prepare and file with the Commission such amendments, pursuant to a supplement or including post-effective amendment if necessaryamendments, such information and supplements as such Rights Holder(s) may reasonably request be necessary to have included thereinkeep a Shelf continuously effective, including, without limitation, information relating to available for use and in compliance with the "Plan of Distribution" provisions of the Securities Act until such time as there are no longer any Registrable Securities; , subject to Section 3.4 hereof. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and (iiany Subsequent Shelf Registration) to make all required filings of any prospectus supplement or post-effective amendment a Form S-3 Shelf as soon as practicable after the Company is notified eligible to use Form S-3, or any similar short form registration. Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf under this subsection 2.3.1, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering, such Underwritten Offering shall follow the procedures of subsection 2.3.4. The Company shall have the matters right to be included in such prospectus supplement remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration statement by means of a post-effective amendment.

Initial Shelf Registration. (a) The General Partner shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, Company shall use its best commercially reasonable efforts to have such Initial Shelf Registration declared effective by the Commission file on or prior to 90 the date that is thirty (30) days after the Closing (the “Filing Date. Deadline”) a Registration Statement (bor an amendment to an existing Registration Statement) The General Partner shall use its best efforts to keep the for a Shelf Registration continuously effective until on Form S-1 (the “Form S-1 Shelf”) (provided, that the Company is not required to file any Form S-1 Shelf during the period from January 1 of a calendar year through the date that is ten (10) business days following the filing by the Company with the Commission of the annual report on Form 10-K for the most recent completed fiscal year) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be amended from time to time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to the Holders in accordance with Section 6.2 hereof, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall include in such Initial Registration Statement all of the Registrable Securities covered then beneficially owned by the Shelf Registration have been sold Holders who request inclusion therein by completing and returning a Holder Questionnaire (to the extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the terms filing of the Initial Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant shall use commercially reasonable efforts to an underwritten offering), to promptly include in any cause the Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-be declared effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable after filing, but in no event (provided, that no day on which the Commission is not open for business shall count as a “business day”) later than (i) five (5) business days after the Company is notified (orally or in writing) by the Commission that the Initial Shelf Registration will not be “reviewed” or will not be subject to further review or (ii) seventy-five (75) days after the earlier of the matters date of the Initial Shelf Registration is filed with the Commission and the Filing Deadline, if the Initial Shelf Registration is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness Deadline”). The Company shall use commercially reasonable efforts to be included maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such prospectus supplement or amendments, including post-effective amendmentamendments, and supplements as may be necessary in order to keep a Shelf effective for the period required by Section 3.1.

Initial Shelf Registration. (a) The General Partner Company and the Subsidiary shall prepare and file with the SEC a "shelf" registration statement with respect Registration Statement for an offering to all Registrable Securities be made on any appropriate form a continuous basis pursuant to Rule 415 (or similar rule that may be adopted by covering all of the Commission) under the Act Registrable Notes (the "Initial Shelf Registration") on or within two weeks either side ). If the Company and the Subsidiary shall have not yet filed an Exchange Registration Statement, each of the date which is one year Company and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, Subsidiary shall use its reasonable best efforts to have such file with the SEC the Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner . In any other instance, each of the Company and the Subsidiary shall use its reasonable best efforts to keep file with the SEC the Initial Shelf Registration continuously effective until all within 30 days of the Registrable Securities covered by the Shelf Registration have been sold pursuant to the terms delivery of the Shelf RegistrationNotice. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration shall be on Form S-3 (if applicable, or Demand Shelf Registration Statement Form S-1, if not available) or another appropriate form permitting registration of such Registrable Notes for resale by such Holders in the manner or manners designated by them (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating one or more underwritten offerings). The Company and the Subsidiary shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. Each of the Company and the Subsidiary shall use its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of Effectiveness Date, or, in any prospectus supplement or post-effective amendment other instance, as soon as practicable thereafter and in no event later than 60 days after the Company is notified filing of the matters Initial Shelf Registration, and to be included in keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the second anniversary of the Issue Date (subject to extension pursuant to the last paragraph of Section 5 hereof), or such prospectus supplement or post-effective amendment.shorter period ending when (i) all Registrable Notes covered by the Initial