Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (a) At any time and from time to time, any Holder shall be entitled to submit a notice for a “shelf” registration statement on Form S-1 or, to the extent the Issuer qualifies, a Form S-3 (or, in each case, any comparable or successor form or forms or any similar long-form or short-form (a “Shelf Registration”) providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities held by such requesting Holder and its Holder Group, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). (b) As promptly as practicable (but in any event within five Business Days) after receipt by the Issuer of a notice in accordance with this Section ‎‎3.6, the Issuer shall give a notice (the “Shelf Follow-Up Notice”) to all other Holders and shall include in such Shelf Registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within five Business Days after such Shelf Follow-Up Notice is given by the Issuer to such Holders. (c) The Issuer shall use its reasonable best efforts to file a Shelf Registration Statement as promptly as practicable, but no later than 10 Business Days following the date of the Shelf Follow-Up Notice, and to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon filing any Shelf Registration and following the effectiveness thereof, the Issuer shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and to re-file such Shelf Registration upon its expiration, and to cooperate, subject to ‎Section 4.2(a) below, in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Shelf Registration as may be reasonably requested by any Holder or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration have been sold or are no longer outstanding. To the extent that the Issuer becomes ineligible to use Form S-3, the Issuer shall file a “shelf” registration statement on Form S-1 by the later of (x) 45 calendar days after the date of such ineligibility and (y) the date any existing Shelf Registration Statement on Form S-3 may no longer be used, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable. Upon the request of any Holder who owns Registrable Securities that are not included in the Shelf Registration Statement at the time of such request, the Issuer shall amend the Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Issuer shall not be required to so amend the Shelf Registration Statement more than once in any 3-month period. Within ten (10) days after receiving a request pursuant to the preceding sentence, the Issuer shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within fifteen (15) days after the Issuer’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (d) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any notice for a Shelf Registration is submitted to the Issuer, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to promptly post-effectively amend the Automatic Shelf Registration Statement to a non-automatic Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the SEC as promptly as practicable, and keep such Registration Statement effective until such time as no Registrable Securities remain outstanding. To the extent that the Issuer is eligible to file an Automatic Shelf Registration Statement and a Holder notifies the Issuer that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement and the Issuer does not have an effective Shelf Registration Statement related to the Registrable Securities, the Issuer shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three Business Days of such notification by such Holder.

Shelf Registrations. (a) At any time and from time Parent agrees that it shall use its best efforts to timecause to be filed as soon as practicable, any Holder shall be entitled to submit but not later than thirty (30) Business Days following the Closing Date, a notice for a “shelf” registration statement (a "INITIAL REGISTRATION") on Form S-1 or, S-3 under the Securities Act for an offering to the extent the Issuer qualifies, a Form S-3 (or, in each case, any comparable or successor form or forms or any similar long-form or short-form (a “Shelf Registration”) providing for the registration of, and the sale be made on a delayed or continuous or delayed basis of, the Registrable Securities held by such requesting Holder and its Holder Group, pursuant to Rule 415 thereunder or otherwise (a “Shelf Registration Statement”). (b) As promptly as practicable (but in any event within five Business Days) after receipt by the Issuer of a notice in accordance with this Section ‎‎3.6, the Issuer shall give a notice (the “Shelf Follow-Up Notice”) to all other Holders and shall include in such Shelf Registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within five Business Days after such Shelf Follow-Up Notice is given by the Issuer to such Holders. (c) The Issuer shall use its reasonable best efforts to file a Shelf Registration Statement as promptly as practicable, but no later than 10 Business Days following the date of the Shelf Follow-Up Notice, and to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon filing any Shelf Registration and following the effectiveness thereof, the Issuer shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and to re-file such Shelf Registration upon its expiration, and to cooperate, subject to ‎Section 4.2(a) below, in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Shelf Registration as may be reasonably requested by any Holder or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration have been sold or are no longer outstanding. To the extent that the Issuer becomes ineligible to use Form S-3, the Issuer shall file a “shelf” registration statement on Form S-1 by the later of (x) 45 calendar days after the date of such ineligibility and (y) the date any existing Shelf Registration Statement on Form S-3 may no longer be used, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable. Upon the request of any Holder who owns Registrable Securities that are not included in the Shelf Registration Statement at the time of such request, the Issuer shall amend the Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Issuer shall not be required to so amend the Shelf Registration Statement more than once in any 3-month period. Within ten (10) days after receiving a request pursuant to the preceding sentence, the Issuer shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within fifteen (15) days after the Issuer’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement similar rule that may be utilized for adopted by the offer SEC and sale permitting sales in ordinary course brokerage or dealer transactions not involving any underwritten public offering, covering all of the Initial Registrable Securities requested Shares. Parent shall use commercially reasonable efforts thereafter to cause the Initial Registration to be registered in the manner so requested. (d) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any notice for a Shelf Registration is submitted to the Issuer, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to promptly post-effectively amend the Automatic Shelf Registration Statement to a non-automatic Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the SEC as promptly as practicable, and keep such . Parent may postpone the filing or the effectiveness of the Initial Registration Statement effective until such time as no Registrable Securities remain outstanding. To the extent for a period of up to 90 days if Parent determines in good faith that the Issuer is eligible filing or effectiveness of the Initial Registration would require the disclosure of information that could be materially detrimental to file an Automatic Shelf Registration Statement Parent or its shareholders. Subject to Sections 3 and a Holder notifies the Issuer that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement and the Issuer does not have an effective Shelf Registration Statement related to the Registrable Securities4 hereof, the Issuer Parent shall use its commercially reasonable efforts to file an Automatic Shelf keep the Initial Registration Statement within three continuously effective until the earlier to occur of (A) the Termination Date of the Initial Registration, and (B) the first date on which no Initial Registrable Shares originally covered by the Initial Registration shall constitute Initial Registrable Shares. (b) Parent agrees that it shall use its best efforts to cause to be filed as soon as practicable, but not later than fifteen (15) Business Days following the six month anniversary of such notification the Closing Date, a registration statement (a "SUPPLEMENTAL REGISTRATION") on Form S-3 under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by such Holderthe SEC and permitting sales in ordinary course brokerage or dealer transactions not involving any underwritten public offering, covering all of the Supplemental Registrable Shares. Parent shall use commercially reasonable efforts thereafter to cause the Supplemental Registration to be declared effective by the SEC as promptly as practicable. Parent may postpone the filing or the effectiveness of the Supplemental Registration for a period of up to 90 days if Parent determines in good faith that the filing or effectiveness of the Supplemental Registration would require the disclosure of information that could be materially detrimental to Parent or its shareholders. Subject to Sections 3 and 4 hereof, Parent shall use commercially reasonable efforts to keep the Supplemental Registration continuously effective until the earlier to occur of (A) the Termination Date of the Supplemental Registration, and (B) the first date on which no Supplemental Registrable Shares originally covered by the Supplemental Registration shall constitute Registrable Shares.

Shelf Registrations. In the event that (ai) At the Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date, (ii) the Exchange Offer is not for any time other reason consummated by November 18, 1998 or (iii) the Exchange Offer has been completed, and from time to time, any Holder shall be entitled to submit a notice for a “shelf” registration statement on Form S-1 or, to within 60 days following the extent consummation of the Issuer qualifiesExchange Offer, a Form S-3 Holder notifies the Company that in the opinion of Special Counsel a Registration Statement must be filed and a Prospectus must be delivered by it because (orx) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchaser from the Company, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to participate in each casethe Exchange Offer, any comparable or successor form or forms or any similar long-form or short-form (a “Shelf Registration”) providing for unless the registration of, and the sale on a continuous or delayed basis ofCompany has previously done so, the Registrable Securities held by such requesting Holder and its Holder Group, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). (b) As promptly as practicable (but in any event within five Business Days) after receipt by the Issuer of a notice in accordance with this Section ‎‎3.6, the Issuer shall give a notice (the “Shelf Follow-Up Notice”) to all other Holders and shall include in such Shelf Registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within five Business Days after such Shelf Follow-Up Notice is given by the Issuer to such Holders. (c) The Issuer Company shall use its commercially reasonable best efforts to file cause to be filed as soon as practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement as promptly as practicable, but no later than 10 Business Days following providing for the date of the Shelf Follow-Up Notice, and to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon filing any Shelf Registration and following the effectiveness thereof, the Issuer shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and to re-file such Shelf Registration upon its expiration, and to cooperate, subject to ‎Section 4.2(a) below, in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Shelf Registration as may be reasonably requested by any Holder or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration have been sold or are no longer outstanding. To the extent that the Issuer becomes ineligible to use Form S-3, the Issuer shall file a “shelf” registration statement on Form S-1 sale by the later of (x) 45 calendar days after the date of such ineligibility and (y) the date any existing Shelf Registration Statement on Form S-3 may no longer be used, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable. Upon the request of any Holder who owns Registrable Securities that are not included in the Shelf Registration Statement at the time of such request, the Issuer shall amend the Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Issuer shall not be required to so amend the Shelf Registration Statement more than once in any 3-month period. Within ten (10) days after receiving a request pursuant to the preceding sentence, the Issuer shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within fifteen (15) days after the Issuer’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested Notes and to be registered in the manner so requested. (d) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any notice for a Shelf Registration is submitted to the Issuer, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to promptly post-effectively amend the Automatic Shelf Registration Statement to a non-automatic Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the SEC as promptly as practicable, and keep such Registration Statement effective until such time as no Registrable Securities remain outstandingCommission. To the extent that the Issuer is eligible to file an Automatic Shelf Registration Statement and a Holder notifies the Issuer that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement and the Issuer does not have an effective Shelf Registration Statement related to the Registrable Securities, the Issuer The Company shall use its commercially reasonable efforts to file an Automatic keep the Shelf Registration Statement within continuously effective for a period of three Business Days of years from the Closing Date or such notification shorter period which will terminate when all the Registrable Notes covered by the Shelf Registration have been sold pursuant to the Shelf Registration Statement. The Company shall also supplement or amend such Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company or if required by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the Commission.

Shelf Registrations. In the event that (ai) At the Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated as soon as reasonably practicable after the last Exchange Date, (ii) the Exchange Offer is not for any time other reason consummated by April 1, 1997 or (iii) the Exchange Offer has been completed, and from time to time, any Holder shall be entitled to submit a notice for a “shelf” registration statement on Form S-1 or, to within 60 days following the extent consummation of the Issuer qualifiesExchange Offer, a Form S-3 Holder notifies the Company that in the opinion of Special Counsel a Registration Statement must be filed and a Prospectus must be delivered by it because (orx) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchasers from the Company, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to participate in each casethe Exchange Offer, any comparable or successor form or forms or any similar long-form or short-form (a “Shelf Registration”) providing for unless the registration of, and the sale on a continuous or delayed basis ofCompany has previously done so, the Registrable Securities held by such requesting Holder and its Holder Group, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). (b) As promptly as practicable (but in any event within five Business Days) after receipt by the Issuer of a notice in accordance with this Section ‎‎3.6, the Issuer shall give a notice (the “Shelf Follow-Up Notice”) to all other Holders and shall include in such Shelf Registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within five Business Days after such Shelf Follow-Up Notice is given by the Issuer to such Holders. (c) The Issuer Company shall use its reasonable best efforts to file cause to be filed as soon as reasonably practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement as promptly as practicable, but no later than 10 Business Days following providing for the date of the Shelf Follow-Up Notice, and to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon filing any Shelf Registration and following the effectiveness thereof, the Issuer shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and to re-file such Shelf Registration upon its expiration, and to cooperate, subject to ‎Section 4.2(a) below, in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Shelf Registration as may be reasonably requested by any Holder or as otherwise required, until such time as all Registrable Securities that could be sold in such Shelf Registration have been sold or are no longer outstanding. To the extent that the Issuer becomes ineligible to use Form S-3, the Issuer shall file a “shelf” registration statement on Form S-1 sale by the later of (x) 45 calendar days after the date of such ineligibility and (y) the date any existing Shelf Registration Statement on Form S-3 may no longer be used, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable. Upon the request of any Holder who owns Registrable Securities that are not included in the Shelf Registration Statement at the time of such request, the Issuer shall amend the Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Issuer shall not be required to so amend the Shelf Registration Statement more than once in any 3-month period. Within ten (10) days after receiving a request pursuant to the preceding sentence, the Issuer shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within fifteen (15) days after the Issuer’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested Notes and to be registered in the manner so requested. (d) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any notice for a Shelf Registration is submitted to the Issuer, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to promptly post-effectively amend the Automatic Shelf Registration Statement to a non-automatic Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the SEC as promptly as practicable, and Commission. The Company shall use its reasonable best efforts to keep such Registration Statement effective until such time as no Registrable Securities remain outstanding. To the extent that the Issuer is eligible to file an Automatic Shelf Registration Statement and continuously effective for a Holder notifies period of three years from the Issuer that it wishes Closing Date or such shorter period which will terminate when all the Registrable Notes covered by the Shelf Registration have been sold pursuant to engage in a Block Sale off of the Shelf Registration Statement. The Company shall also supplement or amend such an Automatic Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company or if required by the Securities Act or by any other rules and the Issuer does not have an regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement related to become usable as soon as thereafter reasonably practicable. The Company agrees to furnish to the Holders of Registrable Securities, Notes copies of any such supplement or amendment promptly after its being used or filed with the Issuer shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within three Business Days of such notification by such HolderCommission.