Common use of Automatic Shelf Registration Statement Clause in Contracts

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At If, on any date after the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of an Automatic Shelf Registration Statement. The Statement by the Company, the Automatic Shelf Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold becomes unusable by the Underwriters, the Company will prior Securityholders to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If sell their Registrable Securities because the Company is no longer a Well Known Seasoned Issuer (a “Determination Date”), the Company shall, within 10 Business Days after such Determination Date, (i) give written notice thereof to each of the Securityholders, (ii) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering the resale of all of the Registrable Securities then issued and outstanding, including in the form of ADRs (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement), (iii) use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Securityholders to sell their Registrable Securities, and (iv) give written notice to the Securityholders of the effectiveness of such Registration Statement as promptly as practicable following the declaration by the SEC that such Registration Statement is effective. If, following a Determination Date, the Company has been required hereunder to file an additional Registration Statement or amendment thereto, and the Company has resumed its status as a Well Known Seasoned Issuer eligible to file an automatic shelf registration statementAutomatic Shelf Registration Statement, the Company will prior shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement) registering the Renewal Deadlineresale of all Registrable Securities then issued and outstanding, if it has not already done so, file a new shelf registration statement relating to including in the Securitiesform of ADRs, in a form satisfactory to accordance with the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale terms of the Securities to continue this Agreement as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, promptly as the case may bepracticable.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will will, prior to the Renewal Deadline fileDeadline, if it has not already done so and is eligible to do so, file a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At The Company shall file with the time of initial filing of Commission, as soon as practicable, but in any event within ten days after the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163Effective Time, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined , which shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act and contain a prospectus in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior such form to the third anniversary of the initial effective time of the Registration Statement permit (the “Renewal Deadline”), x) each Stockholder to sell its Registrable Securities and (y) each lender to whom any Global Stockholder has pledged or pledges any of its Registrable Securities to sell such Registrable Securities in the event the applicable borrower or pledging Global Stockholder defaults under the applicable credit agreement, in each case, at any time beginning on or after the filing thereof with the Commission pursuant to Rule 415 under the Securities remain unsold Act or any successor or similar rule that may be adopted by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the RepresentativesCommission. If the Company is no longer not eligible to file use an automatic shelf registration statementstatement at any time of determination of eligibility, the Company will prior to shall promptly (but in any event within 30 days) post-effectively amend the Renewal Deadline, if it has not already done so, Automatic Shelf Registration Statement or file a new shelf registration statement relating to the Securitieson a Form S-3, in either case so to permit (x) each Stockholders to sell its Registrable Securities and (y) each lender to whom any Global Stockholder has pledged or pledges any of its Registrable Securities to sell such Registrable Securities in the event the applicable borrower or pledging Stockholder defaults under the applicable credit agreement, in each case, pursuant to Rule 415 under the Securities Act or any successor or similar rule that may be adopted by the Commission. The term “Shelf Registration Statement” as used herein shall mean the Automatic Shelf Registration Statement or any post-effective amendment thereto or a form satisfactory to the Representatives, and will use its best efforts to cause such new registration statement so filed pursuant to be declared effective within 180 days after the Renewal Deadlinethis Section 2.1. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Upon any Shelf Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.having been filed:

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At If, on any date after the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of an Automatic Shelf Registration Statement. The Statement by the Company, the Automatic Shelf Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold becomes unusable by the Underwriters, the Company will prior Securityholders to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If sell their Registrable Securities because the Company is no longer a Well Known Seasoned Issuer (a "Determination Date"), the Company shall, within 10 Business Days after such Determination Date, (i) give written notice thereof to each of the Securityholders, (ii) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering the resale of all of the Registrable Securities then issued and outstanding, including in the form of ADRs (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement), (iii) use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Securityholders to sell their Registrable Securities, and (iv) give written notice to the Securityholders of the effectiveness of such Registration Statement as promptly as practicable following the declaration by the SEC that such Registration Statement is effective. If, following a Determination Date, the Company has been required hereunder to file an additional Registration Statement or amendment thereto, and the Company has resumed its status as a Well Known Seasoned Issuer eligible to file an automatic shelf registration statementAutomatic Shelf Registration Statement, the Company will prior shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement) registering the Renewal Deadlineresale of all Registrable Securities then issued and outstanding, if it has not already done so, file a new shelf registration statement relating to including in the Securitiesform of ADRs, in a form satisfactory to accordance with the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale terms of the Securities to continue this Agreement as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, promptly as the case may bepracticable.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in under Rule 405, 405 under the Securities Act that initially became effective within has been filed with the Commission not earlier than three years of the date of this Agreement. If immediately prior to the third anniversary date hereof; such Registration Statement became effective upon filing with the Commission under the Securities Act; and no notice of objection of the initial Commission to the use of such Registration Statement or any post-effective time amendment thereto has been received by the Company. No stop order suspending the effectiveness of the Registration Statement (is in effect, and no proceedings for such purpose are pending before or, to the “Renewal Deadline”), any knowledge of the Securities remain unsold Company, threatened by the UnderwritersCommission. The Commission has not issued any order preventing or suspending the use of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company will prior to the Renewal Deadline file, if it has not already done Underwriters (provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so and long as the ▇▇▇▇▇ copy is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representativessubstantially identical except as permitted by Regulation S-T). If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the RepresentativesThe Registration Statement conformed on each applicable Effective Date, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein any amendment to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statementfiled after the date hereof will conform when filed and effective, in all material respects to the requirements of the Securities Act and the Rules and Regulations. The Prospectus, as of its date, will conform and, as it may be further supplemented by filings with the case may beCommission, will conform, on the Closing Date and the Option Closing Date (each defined below), if any, in all material respects to the requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the date hereof, the Closing Date and the Option Closing Date (each defined below), if any, the Registration Statement, and any post-effective amendments, do not and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, as of its date, will not, and, on the Closing Date and the Option Closing Date, if any, as amended or supplemented by filings with the Commission, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Disclosure Package, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, none of the representations and warranties set forth in this Section 1(a) shall apply to statements or omissions in the Registration Statement, or the Prospectus, or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in under Rule 405, 405 under the Securities Act that initially became effective within has been filed with the Commission not earlier than three years of the date of this Agreement. If immediately prior to the third anniversary date hereof; such Registration Statement became effective upon filing with the Commission under the Securities Act; and no notice of objection of the initial Commission to the use of such Registration Statement or any post-effective time amendment thereto has been received by the Company or any Guarantor. No stop order suspending the effectiveness of the Registration Statement (is in effect, and no proceedings for such purpose are pending before or, to the “Renewal Deadline”), any knowledge of the Securities remain unsold Company, threatened by the UnderwritersCommission. The Commission has not issued any order preventing or suspending the use of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company will prior to the Renewal Deadline file, if it has not already done Underwriters (provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so and long as the ▇▇▇▇▇ copy is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representativessubstantially identical except as permitted by Regulation S-T). If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the RepresentativesThe Registration Statement conformed on each applicable Effective Date, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein any amendment to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statementfiled after the date hereof will conform when filed and effective, in all material respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the case “Trust Indenture Act”). The Prospectus, as of its date, will conform and, as it may bebe further supplemented by filings with the Commission, will conform, on the Closing Date (as defined below), in all material respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act. As of the Effective Date, the date hereof and the Closing Date (as defined below), if any, the Registration Statement, and any post-effective amendments, do not and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, as of its date, will not, and, on the Closing Date, as amended or supplemented by filings with the Commission, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Disclosure Package, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, none of the representations and warranties set forth in this Section 1(a) shall apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions in the Registration Statement, or the Prospectus, or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) ), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement. If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will will, prior to the Renewal Deadline fileDeadline, if it has not already done so and is eligible to do so, file a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (iii) Eligibility to Use Automatic Shelf Registration Form. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) if required, promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause any such registration statement or post-effective amendment to be declared effective as soon as practicable and (iv) promptly notify the Representatives of any such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. Prior to the Lockup Termination Date, the Company shall (A) At file an Automatic Shelf Registration Statement useable for the time resale of initial filing Registrable Securities under the Securities Act from and after the Lockup Termination Date, in accordance with the methods of the Registration Statementdistribution elected by Holder, (B) at the time amend an existing Automatic Shelf Registration Statement so that it is useable for such resales or (C) file a Prospectus supplement that shall be deemed to be part of the most recent amendment thereto for the purposes of complying an existing Automatic Shelf Registration Statement in accordance with Section 10(a)(3) of Rule 430B under the Securities Act (whether that is useable for such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of resales. Such Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years or Prospectus shall contain any intended method of distribution of the date Registrable Securities specified in writing by Holder. Until the earlier of this Agreement. If immediately prior (x) such time as all Registrable Securities cease to the third anniversary of the initial effective time of the Registration Statement be Registrable Securities or (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If y) the Company is no longer eligible to file maintain an automatic shelf registration statementAutomatic Shelf Registration Statement, the Company will prior shall keep current and effective an Automatic Shelf Registration Statement (or any successor Registration Statement filed with respect to the Renewal DeadlineRegistrable Securities) and file such supplements or amendments to such Automatic Shelf Registration Statement as may be necessary or appropriate in order to keep such Automatic Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act. In the event that the Company is no longer eligible to maintain an Automatic Shelf Registration Statement, if it has not already done so, file a new shelf registration statement relating the Company shall provide written notice to Holder of such ineligibility within five (5) Business Days of the Securities, in a form satisfactory to date on which the Representatives, and will Company becomes aware of such ineligibility. The Company shall use its reasonable best efforts to cause such registration statement the Registrable Securities to, on or prior to the Lockup Termination Date, be declared effective within 180 days after qualified for trading on any securities exchange on which the Renewal DeadlineCommon Stock is listed or quoted. (ii) Takedown Offerings. The Company will take all other action necessary or appropriate Following the Lockup Termination Date, subject to permit the public offering and sale restrictions in Section 4.20 of the Securities Merger Agreement, Holder shall be entitled, at any time and from time to continue as contemplated in the expired registration statement relating to the Securities. References herein to the time when an Automatic Shelf Registration Statement shall include such new automatic shelf registration statement is effective, to effect a Takedown Offering that does not constitute an Underwritten Takedown Offering of any or such new shelf registration statement, as all of the case may beRegistrable Securities covered by the Automatic Shelf Registration Statement.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in under Rule 405, 405 under the Securities Act that initially became effective within has been filed with the Commission not earlier than three years of the date of this Agreement. If immediately prior to the third anniversary date hereof; such Registration Statement became effective upon filing with the Commission under the Securities Act; and no notice of objection of the initial Commission to the use of such Registration Statement or any post-effective time amendment thereto has been received by the Company or any Guarantor. No stop order suspending the effectiveness of the Registration Statement (is in effect, and no proceedings for such purpose are pending before or, to the “Renewal Deadline”), any knowledge of the Securities remain unsold Company, threatened by the UnderwritersCommission. The Commission has not issued any order preventing or suspending the use of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company will prior to the Renewal Deadline file, if it has not already done Underwriters (provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so and long as the ▇▇▇▇▇ copy is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representativessubstantially identical except as permitted by Regulation S-T). If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the RepresentativesThe Registration Statement conformed on each applicable Effective Date, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein any amendment to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statementfiled after the date hereof will conform when filed and effective, in all material respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the case “Trust Indenture Act”). The Prospectus, as of its date, will conform and, as it may bebe further supplemented by filings with the Commission, will conform, on the Closing Date, in all material respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act. As of the Effective Date, the date hereof and the Closing Date, if any, the Registration Statement, and any post-effective amendments, do not and will not, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, as of its date, will not, and, on the Closing Date, as amended or supplemented by filings with the Commission, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Disclosure Package, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, none of the representations and warranties set forth in this Section 1(a) shall apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions in the Registration Statement, or the Prospectus, or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.