Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (1) The Company will file a "shelf" registration statement with respect to the resale of at least 1,000,000 shares of the Registrable Securities pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Securities Act (the "Shelf Registration") within 2 business days after the first date that the Company is first permitted to file a registration statement on Form S-3, but not later than October 1, 1996. (2) If the Company is not able to file a registration statement on Form S-3 on the date required by clause (1) of this clause (i), it will, by such time, file a registration statement on such other form as will permit the registration for resale of the Registrable Securities and such other registration statement will be the "Shelf Registration" until replaced by another registration statement so permitting such sales. (ii) The Company agrees to use its best efforts to have the Shelf Registration declared effective as soon as practicable after the date of filing thereof and to keep the Shelf Registration continuously effective until the first date there shall be no remaining Registrable Securities (including by reason of the fact that all Registrable Securities may be sold pursuant to Rule 144(k) under the Securities Act). (iii) The Company may require the Holder to furnish to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing as being necessary or appropriate for completion of the Registration Statement. (iv) The Holder agrees by acquisition of the Registrable Securities that, at any time when any Registration Statement is effective, upon receipt of any written notice from the Company of the happening of any of the following events: (1) any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (4) the existence of any fact that results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of a supplemented or amended Prospectus that does not contain an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time period mentioned in Subparagraph (b) of this Paragraph 10 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holder either receives the copies of the supplemented or amended prospectus contemplated above or is advised in writing by the Company that the use of the Prospectus may be resumed. (v) The Holder agrees by acquisition of the Registrable Securities to cooperate with the Company in all reasonable respects in connection with the preparation and filing of Registra- tion Statements hereunder in which such Registrable Securities are included or expected to be included. (vi) In the event that the number of Exercise Shares exceeds 1,000,000 shares, the Company will amend the Registration Statement and/or file another Registration Statement (which shall be part of the Shelf Registration for all purposes of this Paragraph 10) covering such additional Exercise Shares.

Shelf Registrations. If one or more demands made pursuant to Section 3(a) hereof are for a Shelf Registration, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 3(a) must remain effective need not extend beyond one (1) year from the date on which such Shelf Registration Statement initially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 3(a) must remain effective need not extend beyond nine (9) months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 9(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company will file a "shelf" registration statement with respect further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the resale of at least 1,000,000 shares of the Registrable Securities pursuant to Rule 415 (or any similar provision that may be adopted registration form used by the Commission) under Company for such Shelf Registration or by the Securities Act (the "Shelf Registration") within 2 business days after the first date that or by any other rules and regulations thereunder for shelf registration, and the Company is first permitted to file a registration statement on Form S-3, but not later than October 1, 1996. (2) If the Company is not able to file a registration statement on Form S-3 on the date required by clause (1) of this clause (i), it will, by such time, file a registration statement on such other form as will permit the registration for resale of the Registrable Securities and such other registration statement will be the "Shelf Registration" until replaced by another registration statement so permitting such sales. (ii) The Company agrees to use its best efforts to have the Shelf Registration declared effective as soon as practicable after the date of filing thereof and to keep the Shelf Registration continuously effective until the first date there shall be no remaining Registrable Securities (including by reason of the fact that all Registrable Securities may be sold pursuant to Rule 144(k) under the Securities Act). (iii) The Company may require the Holder to furnish to the Company Holders whose Registrable Common Stock is included in such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing as being necessary or appropriate for completion of the Registration Statement. (iv) The Holder agrees by acquisition of the Registrable Securities that, at any time when any Shelf Registration Statement is effective, upon receipt of any written notice from the Company of the happening of any of the following events: (1) any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (4) the existence of any fact that results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of a supplemented or amended Prospectus that does not contain an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional such supplement or supplemental filings that are incorporated by reference in the Prospectus, and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time period mentioned in Subparagraph (b) of this Paragraph 10 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holder either receives the copies of the supplemented amendment promptly after its being issued or amended prospectus contemplated above or is advised in writing by the Company that the use of the Prospectus may be resumed. (v) The Holder agrees by acquisition of the Registrable Securities to cooperate filed with the Company in all reasonable respects in connection with the preparation and filing of Registra- tion Statements hereunder in which such Registrable Securities are included or expected to be includedCommission. (vi) In the event that the number of Exercise Shares exceeds 1,000,000 shares, the Company will amend the Registration Statement and/or file another Registration Statement (which shall be part of the Shelf Registration for all purposes of this Paragraph 10) covering such additional Exercise Shares.

Shelf Registrations. If one or more demands made pursuant to Section 2(a) hereof are for a Shelf Registration or any demands are made pursuant to Section 2(i) hereof, the period for which the Shelf Registration Statement in connection with the first Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond one (1) year from the date on which such Shelf Registration Statement initially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine (9) months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 8(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company will file a "shelf" registration statement with respect further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the resale of at least 1,000,000 shares of the Registrable Securities pursuant to Rule 415 (or any similar provision that may be adopted registration form used by the Commission) under Company for such Shelf Registration or by the Securities Act (the "Shelf Registration") within 2 business days after the first date that or by any other rules and regulations thereunder for shelf registration, and the Company is first permitted to file a registration statement on Form S-3, but not later than October 1, 1996. (2) If the Company is not able to file a registration statement on Form S-3 on the date required by clause (1) of this clause (i), it will, by such time, file a registration statement on such other form as will permit the registration for resale of the Registrable Securities and such other registration statement will be the "Shelf Registration" until replaced by another registration statement so permitting such sales. (ii) The Company agrees to use its best efforts to have the Shelf Registration declared effective as soon as practicable after the date of filing thereof and to keep the Shelf Registration continuously effective until the first date there shall be no remaining Registrable Securities (including by reason of the fact that all Registrable Securities may be sold pursuant to Rule 144(k) under the Securities Act). (iii) The Company may require the Holder to furnish to the Company Holders whose Registrable Common Stock is included in such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing as being necessary or appropriate for completion of the Registration Statement. (iv) The Holder agrees by acquisition of the Registrable Securities that, at any time when any Shelf Registration Statement is effective, upon receipt of any written notice from the Company of the happening of any of the following events: (1) any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (4) the existence of any fact that results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of a supplemented or amended Prospectus that does not contain an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional such supplement or supplemental filings that are incorporated by reference amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision in the Prospectusthis Agreement, anda Holder shall only request a Shelf Registration, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If and the Company shall give any such noticeonly effect a Shelf Registration, the time period mentioned in Subparagraph (b) of this Paragraph 10 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holder either receives the copies of the supplemented or amended prospectus contemplated above or is advised in writing by if the Company that the use of the Prospectus may be resumed. (v) The Holder agrees by acquisition of the Registrable Securities is eligible to cooperate with the Company in all reasonable respects in connection with the preparation and filing of Registra- tion Statements hereunder in which such Registrable Securities are included or expected to be included. (vi) In the event that the number of Exercise Shares exceeds 1,000,000 shares, the Company will amend the Registration Statement and/or file another Registration Statement (which shall be part of the Shelf Registration for all purposes of this Paragraph 10) covering such additional Exercise SharesStatement on Form S-3 (or a successor form).