Common use of SEC Registration Statement Clause in Contracts

SEC Registration Statement. Optelecom shall prepare and file with the US Securities and Exchange Commission ("SEC") a registration statement on Form S-3 covering the sale by each Paragon Stockholder of one-third of the Optelecom Shares distributed by Paragon to such stockholder or to Adventatum for the benefit of such stockholder. Optelecom will file the registration statement on the Registration Target Date as hereinafter defined and will use its best efforts to have the registration statement declared effective as promptly as practicable. Optelecom shall not be required to maintain the registration statement effective for more than 24 months from its effective date. The Paragon Stockholders shall reimburse Optelecom up to a maximum of $12,500 for fees and expenses incurred by it in connection with the registration of the Optelecom Shares. The Registration Target Date shall be the seventh business day following the date on which Paragon delivers to Optelecom: (i) financial statements of Paragon that in the judgment of the independent public accountants for Optelecom meet the requirements of Rule 3.05 of the SEC's Accounting Rules (Regulation S-X); and (ii) information regarding Paragon that in the judgment of the independent public accountants for Optelecom is sufficient to permit Optelecom to prepare the pro-forma financial information required by Article 11 of Regulation S-X.