Common use of Continued Effectiveness Clause in Contracts

Continued Effectiveness. Subject to Section 3.01(a), the Company shall use its reasonable best efforts to keep any Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulation.

Continued Effectiveness. Subject to Section 3.01(a), the Company The Issuer shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), ) and (ii) the date as of which each of the Shelf Holders is permitted to sell no longer holds its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d2.02(d), the Company Issuer shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company Issuer voluntarily takes any action or omits to take any action that would result in Shelf Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. The Issuer shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which an Automatic Shelf Registration Statement is required to remain effective. If the Issuer does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, rule the Issuer agrees to pay such fee at such time or regulationtimes as the Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year the Issuer shall refile an Automatic Shelf Registration Statement covering the Registrable Securities; provided that prior to filing an Automatic Shelf Registration Statement, the Issuer shall consult with the Holders regarding the timing of such filing. If at any time when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to refile the Shelf Registration Statement as a Short Form Registration Statement or, if the Issuer is not eligible to use a Short Form Registration Statement, as a Long Form Registration Statement, and keep such Registration Statement effective during the Shelf Period.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its commercially reasonable best efforts to keep any have the Resale Shelf Registration Statement covering declared effective as soon as practicable after the Registrable Securities continuously effective under filing thereof, but in no event later than thirty (30) days after the Securities Act in order Filing Date (or one hundred twenty (120) days after the Filing Date if the Commission notifies the Company that it will “review” the Resale Shelf Registration Statement). The Company shall use its commercially reasonable efforts to permit maintain the Prospectus forming a part thereof to be usable by effectiveness of the Resale Shelf Holders Registration Statement or any Subsequent Shelf Registration (as defined below) until the earliest of (i) the date such time as of which all Registrable Securities have been sold pursuant to the Resale Shelf Registration Statement or another a Subsequent Shelf Registration Statement filed under the Securities Act (but in no event prior to for a shorter period than the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period required period(s) of effectiveness, collectively, the “Resale Shelf Period”). Subject to Section 3.02(d)3.2, the Company shall not be deemed to have used its commercially reasonable best efforts to keep the Resale Shelf Registration Statement effective during the Resale Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders the holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Resale Shelf Registration Statement during the Resale Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. The filing of the Resale Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Agreement. The holders of Registrable Securities shall be eligible to sell some or all of their Registrable Securities pursuant to such Resale Registration Statement from time to time on one or more occasions, rule including without limitation through one or regulationmore underwritten offerings.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its commercially reasonable best efforts to keep any have the Resale Shelf Registration Statement covering declared effective as soon as practicable after the Registrable Securities continuously effective under filing thereof, but in no event later than thirty (30) days after the Securities Act in order Filing Date (or one hundred twenty (120) days after the Filing Date if the Commission notifies the Company that it will “review” the Resale Shelf Registration Statement). The Company shall use its commercially reasonable efforts to permit maintain the Prospectus forming a part thereof to be usable by effectiveness of the Resale Shelf Holders Registration Statement or any Subsequent Shelf Registration (as defined below) until the earliest of (i) the date such time as of which all Registrable Securities have been sold pursuant to the Resale Shelf Registration Statement or another a Subsequent Shelf Registration Statement filed under the Securities Act (but in no event prior to for a shorter period than the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period required period(s) of effectiveness, collectively, the “Resale Shelf Period”). Subject to Section 3.02(d)2.6, the Company shall not be deemed to have used its commercially reasonable best efforts to keep the Resale Shelf Registration Statement effective during the Resale Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders the holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Resale Shelf Registration Statement during the Resale Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. The filing of the Resale Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Registration Rights Agreement. The holders of Registrable Securities shall be eligible to sell their Registrable Securities pursuant to such Resale Registration Statement from time to time on one or more occasions, rule including, without limitation, through one or regulationmore underwritten offerings.

Continued Effectiveness. Subject to Section 3.01(a), the Company shall LPL will use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be continuously usable by Shelf Holders the Stockholders until the earliest earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), ) and (ii) the later of (1) the two year anniversary of the consummation of the IPO and (2) the date as of which that is twelve (12) months after the date that each of the Shelf Holders Stockholders (x) together with its Affiliates Beneficially Owns less than 3% of the outstanding LPL Common Stock and (y) is permitted to sell dispose of its Registrable Securities without Registration pursuant to limitation at any time under Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d4.1(c), the Company LPL shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company LPL voluntarily takes any action or omits to take any action that would result in Shelf Holders the Stockholders holding Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement (or a replacement Shelf Registration Statement) during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. Notwithstanding the foregoing, rule or regulationLPL may suspend effectiveness of such Registration Statement during any period covered by Section 4.1(c). During the Shelf Period, LPL shall file a successor Shelf Registration Statement (and applicable Prospectus) every three years and use its reasonable best efforts to cause such successor Shelf Registration Statement to be declared effective under the Securities Act as soon as possible.

Continued Effectiveness. Subject to Section 3.01(a), the (i) The Company shall use its reasonable best efforts to keep any such Sponsor Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Sponsor Shelf Registration Statement or another Registration Statement is filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Sponsor Shelf Period”). Subject to Section 3.02(d4.1(c), the Company shall not be deemed to have used its reasonable best efforts to keep the Sponsor Shelf Registration Statement effective during the Sponsor Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Sponsor Shelf Registration Statement during the Sponsor Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law (ii) The Company shall use its reasonable best efforts to keep the Excess Share Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Company until the Company has satisfied all payment obligations due to the Selling Equityholders under Section 2.3(b) and Section 2.9 of the Merger Agreement with respect to the Excess Shares (such period of effectiveness, rule the “Excess Share Shelf Period”). Subject to Section 4.1(c), the Company shall not be deemed to have used its reasonable best efforts to keep the Excess Share Shelf Registration Statement effective during the Excess Share Shelf Period if the Company voluntarily takes any action or regulationomits to take any action that would result in the Company not being able to offer and sell any shares of Common Stock pursuant to such Excess Share Shelf Registration Statement when required pursuant to Section 2.9 of the Merger Agreement during the Excess Share Shelf Period, unless such action or omission is required by applicable law.

Continued Effectiveness. Subject to Section 3.01(a), the Company shall use its reasonable best efforts to keep any Shelf Registration Statement covering the Registrable Securities filed pursuant to Section 3.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as (x) RockPile Holdco or the White Deer Holder, provided the RockPile Holders are holding a majority of the Registrable Securities subject to the Shelf Registration Statement, or (y) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulation.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus prospectus forming a part thereof of the Shelf Registration Statement to be usable by Shelf Holders Shareholders until the earliest of earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), ; and (ii) the date as of which each there are no longer any holders of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d)3.4, the Company shall not be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders Shareholders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. If necessary, rule the Company shall supplement or regulationamend the Shelf Registration as required by the registration form used by the Company or by the instructions applicable to such registration form or by the Securities Act and, in any event, the Company shall so supplement or amend (including through the incorporation by reference of reports filed by the Company pursuant to the Exchange Act, if permitted by applicable forms) the Shelf Registration at least on a quarterly and annual basis and at any other time if necessary to keep such Shelf Registration current. The Company shall pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective. The provisions of Articles V, VI, VII, VIII, IX and XI shall apply to such Shelf Registration and any Underwritten Shelf Takedown from such Shelf Registration as if each was a Demand Registration.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof of the Shelf Registration Statement to be usable by Shelf Holders until the earliest of earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), ; and (ii) the date as of which each of the Shelf Holders is permitted to sell its no Holder holds Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of continuous effectiveness, the “Shelf Period”). Subject to Section 3.02(d)3.2.3, the Company shall not be deemed not to have used its reasonable best efforts to keep the Shelf Registration Registrat io n Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Registrat io n Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. Subject to Section 3.2.3, rule if at any time a Registration Statement filed pursuant to this Section 3.2 is not effective or regulationis not otherwise available for the resale of all the Registrable Securities held by the Major Holders, the Major Holders may demand registration under the Securities Act of all or part of their Registrable Securities at any time and from time to time, and the Company shall use its reasonable best efforts to file with the SEC following receipt of any such demand a Registrat io n Statement be filed with respect to all such Registrable Securities and to cause such Registrat io n Statement to be declared effective by the SEC as soon as reasonably practicable after the filing thereof.

Continued Effectiveness. Subject to Section 3.01(a)2.1(c) below, so long as permitted by applicable law, the Company shall use its reasonable best efforts to keep any the Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus prospectus forming a part thereof to be usable by Shelf Holders holders of Registrable Securities until the earliest earlier of the date on which (i) the date as of which all Registrable Securities covered by the Shelf Registration have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed (ii) all restrictive legends have been removed from certificates representing the Registrable Securities and counsel to the Company, reasonably acceptable to the Majority Holder, shall have delivered a written opinion, which opinion shall be satisfactory in form, scope and substance, addressed to each holder of Registrable Securities affected thereby, to the effect that registration of the ---------- * [PARTIES ANTICIPATE THE FIRST ALTERNATIVE]* ** [SECOND ALTERNATIVE WILL APPLY IF THE FIRST IS IMPOSSIBLE OR IMPRACTICABLE]]** Registrable Securities is (A) no longer required under the Securities Act and (B) such holder may sell all remaining Registrable Securities in the open market in the U.S. free from any limitations as to volume or manner of sale and without being required to file any forms or reports with the Commission under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”"REGISTRATION PERIOD"). Subject to Section 3.02(d), the The Company shall not be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Company if, among other things, it voluntarily takes any action or omits to take any action that would result in Shelf Holders holders of Registrable Securities covered thereby not being to be able to offer and sell any such Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Registration Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule is pursuant to clause (c) below or regulationis otherwise permitted under this Agreement, and in such cases, so long as the Company promptly thereafter complies with the applicable requirements of Section 2.3 hereof. Following the expiration of the Registration Period, the Company shall have the right to terminate the effectiveness of the Shelf Registration.

Continued Effectiveness. Subject to Section 3.01(a), the Company The Issuer shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), ) and (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d2.02(d), the Company Issuer shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company Issuer voluntarily takes any action or omits to take any action that would result in Shelf Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. The Issuer shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which an Automatic Shelf Registration Statement is required to remain effective. If the Issuer does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, rule the Issuer agrees to pay such fee at such time or regulationtimes as the Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year the Issuer shall refile an Automatic Shelf Registration Statement covering the Registrable Securities. If at any time when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.

Continued Effectiveness. Subject to Section 3.01(a)2.1(c) below, so long as permitted by applicable law, the Company shall use its reasonable best efforts to keep any the Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus prospectus forming a part thereof to be usable by Shelf Holders holders of Registrable Securities until the earliest earlier of the date on which (i) the date as of which all Registrable Securities covered by the Shelf Registration have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed (ii) all restrictive legends have been removed from certificates representing the Registrable Securities and counsel to the Company, reasonably acceptable to the Majority Holder, shall have delivered a written opinion, which opinion shall be satisfactory in form, scope and substance, addressed to each holder of Registrable Securities affected thereby, to the effect that registration of the Registrable Securities is (A) no longer required under the Securities Act and (B) such holder may sell all remaining Registrable Securities in the open market in the U.S. free from any limitations as to volume or manner of sale and without being required to file any forms or reports with the Commission under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”"REGISTRATION PERIOD"). Subject to Section 3.02(d), the The Company shall not be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Company if, among other things, it voluntarily takes any action or omits to take any action that would result in Shelf Holders holders of Registrable Securities covered thereby not being to be able to offer and sell any such Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Registration Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule is pursuant to clause (c) below or regulationis otherwise permitted under this Agreement, and in such cases, so long as the Company promptly thereafter complies with the applicable requirements of Section 2.3 hereof. Following the expiration of the Registration Period, the Company shall have the right to terminate the effectiveness of the Shelf Registration.

Continued Effectiveness. Subject to Section 3.01(a)a. Except as provided herein, the Company shall use its commercially reasonable best efforts to keep any the Shelf Registration Statement covering the Registrable Securities continuously effective pursuant to the rules, regulations or instructions under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (iA) the date as of which all of the Registrable Securities specified in such Shelf Registration Statement have been sold pursuant to the such Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder)Act, (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iiiB) such shorter period as Investor Holdco, or, if Investor Holdco is Seller shall agree in writing and (C) the date that no longer a Holder Registrable Securities remain outstanding. b. Upon written notice to the Holders of Registrable Securities, then (A) the Company shall be entitled to suspend, for a period of time, the use of any Shelf Holders holding a majority Registration Statement or Prospectus if the Board of Directors of the Registrable Securities subject Company determines in its good faith judgment, after consultation with counsel, that the Shelf Registration Statement or any Prospectus may contain an untrue statement of a material fact or omits any fact necessary to make the statements in the Shelf Registration Statement or Prospectus not misleading and (B) the Company shall not be required to amend or supplement the Shelf Registration Statement, shall agree any related Prospectus or any document incorporated therein by reference if the Board of Directors of the Company determines in writing its good faith judgment, after consultation with counsel, that such amendment would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (such period in case of effectivenesseach clause (A) and (B), the a “Shelf Suspension Period”). Subject to Section 3.02(d), ; provided that (1) the duration of all Suspension Periods may not exceed one hundred and twenty (120) days in the aggregate in any 12-month period and (2) the Company shall not be deemed to have used use its commercially reasonable best efforts to keep amend the Shelf Registration Statement effective during the Shelf Period if and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable. Each Holder agrees that upon receipt of any notice from the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any under this Section 2.1(b)(ii), such Holder will discontinue its disposition of Registrable Securities pursuant to such the Shelf Registration Statement during covering such Registrable securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus and/or Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulationRegistration Statement.

Continued Effectiveness. Subject to Section 3.01(a), the Company The Issuer shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders the applicable Investors until the earliest earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the such Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), ) and (ii) the date as of which each of the Participating Investors with respect to such Shelf Holders is permitted to sell Registration Statement no longer holds its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d), the Company The Issuer shall not be deemed to have used use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which an Automatic Shelf Registration Statement is required to remain effective. If the Issuer does not pay the filing fee covering the Registrable Securities at the time such Automatic Shelf Registration Statement is filed, the Issuer agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If such Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year the Issuer shall refile an Automatic Shelf Registration Statement covering the Registrable Securities registered on such expired Automatic Shelf registration Statement. If at any time when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to refile such Shelf Registration Statement as a Short-Form Registration Statement or, if the Issuer is not eligible to use a Short-Form Registration Statement, as a Long-Form Registration Statement, and keep the Shelf such Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulation.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its reasonable best efforts to keep any such Shelf Registration Statement covering the Registrable Securities continuously effective under the Securities Act in order to permit the Prospectus prospectus forming a part thereof of the Shelf Registration Statement to be usable by Shelf Holders Shareholders until the earliest of earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), ; and (ii) the date as of which each there are no longer any holders of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3.02(d)3.12, the Company shall not be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders Shareholders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. If necessary, rule the Company shall supplement or regulationamend the Shelf Registration as required by the registration form used by the Company or by the instructions applicable to such registration form or by the Securities Act and, in any event, the Company shall so supplement or amend (including through the incorporation by reference of reports filed by the Company pursuant to the Exchange Act, if permitted by applicable forms) the Shelf Registration at least on a quarterly and annual basis and at any other time if necessary to keep such Shelf Registration current. The Company shall pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective. The provisions of Sections 3.14-3.25 shall apply to such Shelf Registration and any Underwritten Shelf Takedown from such Shelf Registration as if each was a Demand Registration.

Continued Effectiveness. Subject to Section 3.01(a), the The Company shall use its commercially reasonable best efforts to keep any have the Resale Shelf Registration Statement covering declared effective as soon as practicable after the Registrable Securities continuously effective under filing thereof, but in no event later than thirty (30) days after the Securities Act in order Filing Date (or one hundred twenty (120) days after the Filing Date if the Commission notifies the Company that it will “review” the Resale Shelf Registration Statement). The Company shall use its commercially reasonable efforts to permit maintain the Prospectus forming a part thereof to be usable by effectiveness of the Resale Shelf Holders Registration Statement or any Subsequent Shelf Registration (as defined below) until the earliest of (i) the date such time as of which all Registrable Securities have been sold pursuant to the Resale Shelf Registration Statement or another a Subsequent Shelf Registration Statement filed under the Securities Act (but in no event prior to for a shorter period than the applicable period referred to in Section 4(34(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period required period(s) of effectiveness, collectively, the “Resale Shelf Period”). Subject to Section 3.02(d)3.2, the Company shall not be deemed to have used its commercially reasonable best efforts to keep the Resale Shelf Registration Statement effective during the Resale Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders the holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Resale Shelf Registration Statement during the Resale Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law. The filing of the Resale Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Agreement. The holders of Registrable Securities shall be eligible to sell their Registrable Securities pursuant to such Resale Registration Statement from time to time on one or more occasions, rule including without limitation through one or regulationmore underwritten offerings.