Common use of Automatic Shelf Registration Statement Clause in Contracts

Automatic Shelf Registration Statement. If, on any date after the filing of an Automatic Shelf Registration Statement by the Company, the Automatic Shelf Registration Statement becomes unusable by the Securityholders to 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 Statement, the Company 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 resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicable.

Automatic Shelf Registration Statement. IfThe Company shall file with the Commission, on as soon as practicable, but in any date event within ten days after the filing of an Automatic Shelf Registration Statement by the CompanyEffective Time, the Automatic Shelf Registration Statement becomes unusable Statement, which shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act and contain a prospectus in such form to permit (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 Act or any successor or similar rule that may be adopted by the Securityholders to sell their Registrable Securities because Commission. If the Company is no longer a Well Known Seasoned Issuer (a “Determination Date”)not eligible to use an automatic shelf registration statement at any time of determination of eligibility, the Company shall, shall promptly (but in any event within 10 Business Days after such Determination Date, (i30 days) give written notice thereof to each of the Securityholders, (ii) file a Registration Statement on an appropriate form (or a post-effective amendment converting effectively amend the Automatic Shelf Registration Statement or file a new registration statement on a Form S-3, in either case so to a Registration Statement on an appropriate formpermit (x) registering the resale of all of the each Stockholders to sell its Registrable Securities then issued and outstanding, including (y) each lender to whom any Global Stockholder has pledged or pledges any of its Registrable Securities to sell such Registrable Securities in the form of ADRs (which shall 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 deemed to be a adopted by the Commission. The term “Shelf Registration Statement for purposes of this Agreement), (iii) use its commercially reasonable efforts to have such Registration Statement declared effective Statement” as promptly as practicable after the date used herein shall mean the Automatic Shelf Registration Statement is no longer useable by the Securityholders or any post-effective amendment thereto or a new registration statement so filed pursuant 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 effectivethis Section 2.1. 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 Statement, the Company shall use its commercially reasonable efforts to file an Automatic Upon any Shelf Registration Statement (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement) registering the resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicable.having been filed:

Automatic Shelf Registration Statement. If, on any date after (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of an 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 CompanyUnderwriters, the Automatic Shelf Registration Statement becomes unusable by Company will, prior to the Securityholders Renewal Deadline, if it has not already done so and is eligible to sell their Registrable Securities because 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 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 shall 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 commercially reasonable best efforts to file an Automatic Shelf 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 (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement) registering include such new automatic shelf registration statement or such new shelf registration statement, as the resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicablecase may be.

Automatic Shelf Registration Statement. If, on any date after the filing of an Automatic Shelf The Registration Statement by is an “automatic shelf registration statement” as defined under Rule 405 under the Company, Securities Act that has been filed with the Automatic Shelf Commission not earlier than three years prior to the date hereof; such Registration Statement becomes unusable by became effective upon filing with the Securityholders to sell their Registrable Commission under the Securities because the Company is Act; and 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 objection of the Securityholders, (ii) file a Commission to the use of such Registration Statement on an appropriate form (or a any post-effective amendment converting thereto has been received by the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering Company or any Guarantor. No stop order suspending the resale of all effectiveness 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 in effect, and no longer useable proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Securityholders to sell their Registrable Securities, and (iv) give written notice to Commission. The Commission has not issued any order preventing or suspending the Securityholders use 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 Statement, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company to the Underwriters (which provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so long as the ▇▇▇▇▇ copy is substantially identical except as permitted by Regulation S-T). The Registration Statement conformed on each applicable Effective Date, and any amendment to the Registration Statement filed 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 “Trust Indenture Act”). The Prospectus, as of its date, will conform and, as it may be deemed 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 Shelf 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 for purposes that constitutes the Statement of this AgreementEligibility and Qualification (Form T-1) registering of the resale of all Registrable Securities then issued and outstanding, including Trustee under the Trust Indenture Act or (ii) statements or omissions in the form of ADRsRegistration Statement, or the Prospectus, or any amendment or supplement in accordance reliance upon and in conformity with written information furnished to the terms of this Agreement as promptly as practicableCompany by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.

Automatic Shelf Registration Statement. If(i) Prior to the Lockup Termination Date, on any date after the filing of Company shall (A) file an Automatic Shelf Registration Statement useable for the resale of Registrable Securities under the Securities Act from and after the Lockup Termination Date, in accordance with the methods of distribution elected by the CompanyHolder, the (B) amend an existing Automatic Shelf Registration Statement becomes unusable by so that it is useable for such resales or (C) file a Prospectus supplement that shall be deemed to be part of an existing Automatic Shelf Registration Statement in accordance with Rule 430B under the Securityholders to sell their Securities Act that is useable for such resales. Such Automatic Shelf Registration Statement or Prospectus shall contain any intended method of distribution of the Registrable Securities because specified in writing by Holder. Until the earlier of (x) such time as all Registrable Securities cease to be Registrable Securities or (y) 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 maintain an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to file keep current and effective an Automatic Shelf Registration Statement (which shall be deemed or any successor Registration Statement filed with respect to be a the Registrable 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 purposes of this Agreement) registering the resale of all Registrable Securities then issued under the Securities Act. In the event that the Company is no longer eligible to maintain an Automatic Shelf Registration Statement, the Company shall provide written notice to Holder of such ineligibility within five (5) Business Days of the date on which the Company becomes aware of such ineligibility. The Company shall use reasonable best efforts to cause the Registrable Securities to, on or prior to the Lockup Termination Date, be qualified for trading on any securities exchange on which the Common Stock is listed or quoted. (ii) Takedown Offerings. Following the Lockup Termination Date, subject to the restrictions in Section 4.20 of the Merger Agreement, Holder shall be entitled, at any time and outstandingfrom time to time when an Automatic Shelf Registration Statement is effective, including in to effect a Takedown Offering that does not constitute an Underwritten Takedown Offering of any or all of the form of ADRs, in accordance with Registrable Securities covered by the terms of this Agreement as promptly as practicableAutomatic Shelf Registration Statement.

Automatic Shelf Registration Statement. If, on any date after the filing of an Automatic Shelf Registration Statement by the Company, the Automatic Shelf Registration Statement becomes unusable by the Securityholders to 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 Statement, the Company 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 resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicable.

Automatic Shelf Registration Statement. If, on any date after the filing of an Automatic Shelf The Registration Statement by is an “automatic shelf registration statement” as defined under Rule 405 under the Company, Securities Act that has been filed with the Automatic Shelf Commission not earlier than three years prior to the date hereof; such Registration Statement becomes unusable by became effective upon filing with the Securityholders to sell their Registrable Commission under the Securities because the Company is Act; and 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 objection of the Securityholders, (ii) file a Commission to the use of such Registration Statement on an appropriate form (or a any post-effective amendment converting thereto has been received by the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering Company. No stop order suspending the resale of all effectiveness 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 in effect, and no longer useable proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Securityholders to sell their Registrable Securities, and (iv) give written notice to Commission. The Commission has not issued any order preventing or suspending the Securityholders use 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 Statement, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company to the Underwriters (which provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so long as the ▇▇▇▇▇ copy is substantially identical except as permitted by Regulation S-T). The Registration Statement conformed on each applicable Effective Date, and any amendment to the Registration Statement filed 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 deemed further supplemented by filings with the Commission, 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 Shelf Registration Statement for purposes of this Agreement) registering material fact or omit to state a material fact necessary in order to make the resale of all Registrable Securities then issued and outstandingstatements therein, including in the form light of ADRsthe 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 accordance 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 terms of this Agreement as promptly as practicableCompany by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.

Automatic Shelf Registration Statement. If, on any date after the filing of an Automatic Shelf The Registration Statement by is an “automatic shelf registration statement” as defined under Rule 405 under the Company, Securities Act that has been filed with the Automatic Shelf Commission not earlier than three years prior to the date hereof; such Registration Statement becomes unusable by became effective upon filing with the Securityholders to sell their Registrable Commission under the Securities because the Company is Act; and 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 objection of the Securityholders, (ii) file a Commission to the use of such Registration Statement on an appropriate form (or a any post-effective amendment converting thereto has been received by the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering Company or any Guarantor. No stop order suspending the resale of all effectiveness 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 in effect, and no longer useable proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Securityholders to sell their Registrable Securities, and (iv) give written notice to Commission. The Commission has not issued any order preventing or suspending the Securityholders use 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 Statement, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company to the Underwriters (which provided that availability of the Registration Statement and each amendment on ▇▇▇▇▇ shall constitute delivery so long as the ▇▇▇▇▇ copy is substantially identical except as permitted by Regulation S-T). The Registration Statement conformed on each applicable Effective Date, and any amendment to the Registration Statement filed 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 “Trust Indenture Act”). The Prospectus, as of its date, will conform and, as it may be deemed 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 Shelf 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 for purposes that constitutes the Statement of this AgreementEligibility and Qualification (Form T-1) registering of the resale of all Registrable Securities then issued and outstanding, including Trustee under the Trust Indenture Act or (ii) statements or omissions in the form of ADRsRegistration Statement, or the Prospectus, or any amendment or supplement in accordance reliance upon and in conformity with written information furnished to the terms of this Agreement as promptly as practicableCompany by the Underwriters expressly for use therein, such information being listed in Section 7(b) below.

Automatic Shelf Registration Statement. If, on any date after (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of an 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 CompanyUnderwriters, the Automatic Shelf Registration Statement becomes unusable by Company will, prior to the Securityholders Renewal Deadline, if it has not already done so and is eligible to sell their Registrable Securities because 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 a Well Known Seasoned Issuer (a “Determination Date”)eligible to file an automatic shelf registration statement, the Company shallwill 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 10 Business Days 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 Determination Datenew 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) give written notice thereof to each of promptly notify the SecurityholdersRepresentatives, (ii) if required, promptly file a Registration Statement on an appropriate form (new registration statement or a post-effective amendment converting on the Automatic Shelf Registration Statement proper form relating to the Securities, in a Registration Statement on an appropriate form) registering form satisfactory to 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)Representatives, (iii) use its commercially reasonable best efforts to have cause any such Registration Statement registration statement or post-effective amendment to be declared effective as promptly soon 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 promptly notify the Representatives of any such effectiveness. The Company will take all other action necessary or appropriate to permit the Securityholders public offering and sale of the effectiveness Securities to continue as contemplated in the registration statement that was the subject 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, Rule 401(g)(2) notice or for which the Company has been required hereunder otherwise become ineligible. References herein to file an additional the Registration Statement shall include such new registration statement or amendment theretopost-effective amendment, and as the Company has resumed its status as a Well Known Seasoned Issuer eligible to file an Automatic Shelf Registration Statement, the Company 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 resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicablecase may be.