Common use of Subsequent Shelf Registration Statements Clause in Contracts

Subsequent Shelf Registration Statements. (i) On or before each Exchange Closing Date occurring after the initial Exchange Closing Date and prior to the fourth anniversary of the IPO, Pzena Inc. shall use its best efforts to file with the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities then eligible to be Transferred pursuant to Section 2.1(a)(i) hereof (i) on the date(s) and in accordance with the method(s) of distribution designated by Pzena Inc. pursuant to Section 2.1(a)(i) hereof, or (ii) if Pzena Inc. does not designate any such date or method of distribution, on the date(s) and in accordance with the method(s) of distribution proposed by the Holders. Pzena shall use its best efforts to cause the SEC to declare such Form S-3 Registration Statement effective by such date(s). Pzena Inc. shall use its best efforts to keep such Form S-3 Registration Statement continuously effective until the earlier of (i) two years after such Form S-3 Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities included in such Form S-3 Registration Statement have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration Statement, or otherwise. (ii) On or before each Exchange Closing Date occurring after the fourth anniversary of the IPO, Pzena Inc. shall use its best efforts to file with the SEC, and cause the SEC to declare effective, a Form S-3 Registration Statement providing for an offering of all Registrable Securities then eligible to be Transferred pursuant to Section 2.1(a)(ii) hereof in accordance with the method(s) of distribution proposed by the Holders. Pzena Inc. shall use its best efforts to keep each such Form S-3 Registration Statement continuously effective in order to effect the Transfer on or after each Exchange Closing Date of all Registrable Securities then eligible to be transferred pursuant to Section 2.1(a)(ii) hereof.