Common use of Shelf Registration on Form S-3 Clause in Contracts

Shelf Registration on Form S-3. As soon as the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable, but in any event within ten (10) days of the Company becoming eligible to file a Registration Statement on Form S-3 (the “Shelf Registration Statement Filing Date”) a Registration Statement on Form S-3 (or any successor thereto) relating to the offering on a continuous or delayed basis pursuant to Rule 415 from time to time by the Key Holders of all then outstanding Registrable Common Stock (a “Shelf Registration” and any such Registration Statement filed on Form S-3 (or any successor thereto) a “Shelf Registration Statement”), in each case, in accordance with the methods of distribution set forth in such Shelf Registration Statement (which plan of distribution is attached as hereto as Exhibit A modified to be consistent with then current market practice and in accordance with then applicable securities laws, rules and regulations) and, thereafter, shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter. Notwithstanding the foregoing, the Company may be able combine a Shelf Registration Statement from primary and/or secondary offerings. Furthermore, the Company shall not be required to prepare and file a Shelf Registration Statement if all Registrable Common Stock shall have been sold or if, in the opinion of counsel to the Key Holders, all outstanding Registrable Common Stock may be resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act or any successor provision thereto.

Shelf Registration on Form S-3. As soon as At any time when the Company becomes is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), within twenty-one (21) days after receipt of a written request from the Key Holders holding at least fifty percent (50%) of the Registrable Common Stock (the “Shelf Registration Statement Filing Date”), the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable, but in any event within ten (10) days of the Company becoming eligible to file a Registration Statement on Form S-3 (the “Shelf Registration Statement Filing Date”) SEC a Registration Statement on Form S-3 (or any successor thereto) relating to the offering on a continuous or delayed basis pursuant to Rule 415 from time to time by the Key Holders of all then outstanding Registrable Common Stock (a “Shelf Registration” and any such Registration Statement filed on Form S-3 (or any successor thereto) a “Shelf Registration Statement”), in each case, in accordance with the methods of distribution set forth in such Shelf Registration Statement (which plan of distribution is attached as hereto as Exhibit A modified to be consistent with then current market practice and in accordance with then applicable securities laws, rules and regulations) and, thereafter, shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter. Notwithstanding the foregoing, the Company may be able combine a Shelf Registration Statement from primary and/or secondary offerings. Furthermore, the Company shall not be required to prepare and file a Shelf Registration Statement if all Registrable Common Stock shall have been sold or if, in the opinion of counsel to the Key Holders, all outstanding Registrable Common Stock may be resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act or any successor provision thereto.