Common use of No Registration Statement Clause in Contracts

No Registration Statement. In the event that neither (i) an Exchange Offer Registration Statement nor (ii) a Registration Statement has become effective by the Exchange Offer Deadline, upon the request of any Holder that has held the Notes or the shares of Common Stock issued upon conversion thereof for at least one year since the issuance of the Notes, the Company shall take all steps necessary to promptly effect the removal of the legend described in Section 5.9 from such Notes or shares of Common Stock, as applicable, and the Company shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Holder provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws in the opinion of counsel to the extent the Company reasonably determines such opinion is necessary, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company and regarding the length of time the Notes or shares or Common Stock, as applicable, have been held. Assuming the Notes or Common Stock, as applicable, have been held for greater than one year since the issuance of the Notes and , whether held in certificated form or in book entry with the transfer agent, the Company agrees that upon request, it shall cooperate with the Purchasers to ensure that the Notes or the shares of Common Stock, as applicable, are moved to such Purchaser’s DTC brokerage account according to the instructions provided by such Purchaser.