Common use of S-3 Registration Statement Clause in Contracts

S-3 Registration Statement. The Buyer shall use its best reasonable efforts to register the resale of the Restricted Common Stock pursuant to a registration statement on Form S-3 (the "S-3 REGISTRATION Statement") effective as of the first Business Day after the expiration of the Restrictive Period (the "RESTRICTIVE PERIOD EXPIRATION DATE") or as soon thereafter as reasonably practicable. Promptly after the S-3 Registration Statement becomes effective, Buyer shall notify the Seller thereof. In the event that the S-3 Registration Statement shall not be effective as of the Restrictive Period Expiration Date, the Buyer shall be obligated to pay to the Sellers, during the period commencing upon the Restrictive Period Expiration Date and ending upon the date the S-3 Registration Statement becomes effective and an S-3 Resale Prospectus (as hereinafter defined) is current and effective, interest in the amount of the Interest Rate upon (A) the aggregate Market Price, as of the Closing Date, of the Market Protected Shares issued hereunder and then held by the Sellers and (B) the aggregate Market Price, as of the Restrictive Period Expiration Date, of the Nonmarket Protected Shares issued hereunder and then held by the Sellers. Any such interest payments shall be made to the Sellers in the respective percentages set forth opposite their names on Exhibit 3. 1. Any such interest payments shall be made monthly in arrears and shall be paid, with respect to any calendar month, no later than the fifth Business Day of the following calendar month.

S-3 Registration Statement. The Buyer shall use its best reasonable efforts to register the resale of the Restricted Common Stock pursuant to a registration statement on Form S-3 (the "S-3 REGISTRATION StatementSTATEMENT") effective as of the first Business Day after the expiration of the Restrictive Period (the "RESTRICTIVE PERIOD EXPIRATION DATE") or as soon thereafter as reasonably practicable. Promptly after the S-3 Registration Statement becomes effective, Buyer shall notify the Seller Sellers thereof. In the event that the S-3 Registration Statement shall not be effective as of the Restrictive Period Expiration Date, the Buyer shall be obligated to pay to the Sellers, during the period commencing upon the Restrictive Period Expiration Date and ending upon the date the S-3 Registration Statement becomes effective and an S-3 Resale Prospectus (as hereinafter defined) is current and effective, interest in the amount of the Interest Rate upon (A) the aggregate Market Price, determined as of the Closing Date, of the Market Protected Shares issued hereunder and then held by the Sellers and (B) the aggregate Market Price, as of the Restrictive Period Expiration Date, of the Nonmarket Protected Sonic Common Shares issued hereunder and then held by the Sellers. Any such interest payments shall be made to the Sellers in the respective percentages set forth opposite below their names on Exhibit 3. 1Schedule 2.2. Any such interest payments shall be made monthly in arrears and shall be paid, with respect to any calendar month, no later than the fifth Business Day of the following calendar month.