Common use of Continued Effectiveness Clause in Contracts

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the 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 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e), 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 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 required by applicable Law or is in connection with a Shelf Suspension.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the earlier of (i) 180 days from the date of effectiveness of the Shelf Registration Statement; provided that this period shall be extended for the number of days that a Shelf Suspension was effected, (ii) 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 (iiiii) the date as of which each of the Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation limitations or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e5.1(c), 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 Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Subject to Section 3.01(a), the Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at covering the time of filing) to keep such Shelf Registration Statement 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 until the earlier 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) 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 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(e3.02(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 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 law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(3section 4(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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) and ), (ii) the date as of which each of the Shelf Holders is permitted to sell all of its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Participating Sponsors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders in connection with any Shelf Take-Down, subject to Section 2.02(d), until the earlier 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) and ), (ii) the date as of which each of the Shelf Holders is permitted to sell all of its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Participating Sponsors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Subject to Section 3.01(a), the Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 3.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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) 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 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(e3.02(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 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 law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement 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) or otherwise cease to be Registrable Securities; and (ii) the date as of which each of the 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(g), 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 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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) 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 and (iii) such shorter period as the Participating Sponsors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement 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 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.2(c), 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 Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule, or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Except as otherwise agreed by the Sponsor, the Company shall will use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be continuously usable by Holders the Sponsor until the 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) such shorter period as the date as of which each of the 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 Sponsor may determine (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e4.1(c), 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 Holders of the Sponsor 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 required by applicable Law or is in connection with Law. Notwithstanding the foregoing, the Company may suspend effectiveness of such Registration Statement during any period covered by Section 4.1(c). During the Shelf Period, the Company shall file a successor Shelf SuspensionRegistration Statement (and applicable Prospectus) every three (3) 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. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders holders until the earlier of (i) the tenth (10th) anniversary of the effectiveness of such Shelf Registration Statement or (ii) the date as of which (A) all the Registrable Securities covered by the Shelf Registration Statement 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 or (iiB) the date as of which each of Investor is no longer entitled to Board representation under the Holders Investment Agreement and is permitted to sell its their Registrable Securities without Registration pursuant to under Rule 144 144(k) under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, effectiveness being the “"Shelf Period”"). Subject to Section 3(e2.1(c), below, 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 Holders holders of the Registrable Securities covered thereby not being able to offer and sell any such Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the 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 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 (such period of effectiveness, the “Shelf Period”). Subject to Section ‎Section 3(e), 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 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 required by applicable Law or is in connection with a Shelf Suspension.

Continued Effectiveness. The Company Parties shall use its reasonable their best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders holders until the earlier of such time as (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 Investor and its Affiliates hold no event prior to the applicable period referred to in Section 4(3) Series A Preferred Stock and less than 1.0% of the Securities Act and Rule 174 thereunder) and Conversion Shares (assuming conversion of the Series A Preferred Stock), (ii) the date as of which each Note Designees hold less than 1.0% of the Holders is permitted to sell Notes, (iii) the Note Designees hold no Warrants and less than 1.0% of the Warrant Shares (assuming exercise of the Warrants) and (iv) the Investor and its Registrable Securities without Registration pursuant to Rule 144 under Affiliates hold less than 1.0% of the Securities Act without volume limitation number of shares of Common Stock acquired by the Investor or other restrictions on transfer thereunder any of its Affiliates as a result of the transactions contemplated by the E.ON Purchase Agreement (such period of effectiveness, the “"Shelf Period”"). Subject to Section 3(e2.1(c), the Company Parties shall not be deemed to have used its reasonable their best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company Parties voluntarily takes take any action or omits omit to take any action that would result in Holders holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders Stockholders until the 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 Holders Stockholders with Registrable Securities registered under such Shelf Registration 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e4.02(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 Holders Stockholders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act Act, as is feasible pursuant to the provisions of applicable securities laws, in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders Stockholders until the 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 Holders Stockholders 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e‎Section 5.02(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 deliberately omits to take any action that would result in Holders Stockholders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders holders until the earlier of (i) the 10th anniversary of the effectiveness of such Shelf Registration Statement, (ii) the date as of which all the Registrable Securities covered by the Shelf Registration Statement 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 (iiiii) the date as of which each of the Holders is Investor and its Affiliates are no longer entitled to representation on the Board under the Investment Agreement and are permitted to freely sell its their Registrable Securities without Registration pursuant to under Rule 144 144(k) under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”"SHELF PERIOD"). Subject to Section 3(e2.1(c), 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 Holders holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. (i) The Company shall use its commercially reasonable best efforts (if to have the Company is not eligible to use an automatic Sponsor Shelf Registration Statement at declared effective as soon as practicable after the time filing thereof, but in no event later than thirty (30) days after the Filing Date (or one hundred twenty (120) days after the Filing Date if the SEC notifies the Company that it will “review” the Sponsor Shelf Registration Statement). (ii) The Company shall use its commercially reasonable efforts to maintain the effectiveness of filing) to keep such the Sponsor Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders or any Subsequent Shelf Registration (as defined below) until the earlier of (i) the date such time as of which all Registrable Securities have been sold pursuant to the Sponsor 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) and (ii) the date as of which each of the 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 (such period required period(s) of effectiveness, collectively, the “Sponsor Shelf Period”). Subject to Section 3(e4.4(d), the Company shall not be deemed to have used its commercially 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 Holders of 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders holders until the earlier of (i) the 10th anniversary of the effectiveness of such Shelf Registration Statement, (ii) the date as of which all the Registrable Securities covered by the Shelf Registration Statement 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 (iiiii) the date as of which each of the Holders is Investor and its Affiliates are no longer entitled to representation on the Board under the Investment Agreement and are permitted to freely sell its their Registrable Securities without Registration pursuant to under Rule 144 144(k) under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the “"Shelf Period”"). Subject to Section 3(e2.1(c), 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 Holders holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(3section 4(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company PubCo shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective, available for use in order to permit the prospectus Prospectus forming a part thereof of the Shelf Registration Statement to be usable by Holders until the earlier of 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 Holders is permitted to sell its no Holder holds Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”)Securities. Subject to Section 3(e)3.2.4, the Company PubCo 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 PubCo voluntarily takes any action or omits to take any action that would result in Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the earlier of (i) 180 days from the date of effectiveness of the Shelf Registration Statement, provided that this period shall be extended for the number of days that a Shelf Suspension was effected, (ii) 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 (iiiii) the date as of which each of the Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation limitations or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e5.1(c), 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 Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders the Eligible Shareholders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement registration statement is 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 Holders Eligible Shareholders 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 (such period of effectiveness, the “Shelf Period”), in both cases, in accordance with the terms set forth herein. Subject to Section 3(e2.2(c), 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 Holders the Eligible 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(3section 4(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Shareholder with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 (i) a Shelf Suspension permitted pursuant to Section 2.02(d) or (ii) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(34(a)(3) of the Securities Act and Rule 174 thereunder) ), and (ii) such shorter period as the date Initiating Investor or Initial S-3 Holder, as of which each of the Holders is permitted applicable, with respect to sell its Registrable Securities without such Shelf Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.02(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 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 2.02(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its reasonable best efforts to keep (if the Company is not eligible to use an automatic A) any Shelf Registration Statement at filed pursuant to this Agreement continuously effective and usable for the time resale of filing) the Registrable Securities covered thereby, and to keep re-file such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders upon its expiration, until the earlier of (i) the date as of on which all of the Registrable Securities covered by such Shelf Registration Statement 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 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 (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e), 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 Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement and (B) any Registration Statement filed pursuant to a Demand Request effective for a period of at least 180 days after the effectiveness thereof or such shorter period during which all Registrable Securities included therein shall have actually been sold (such period, the Shelf “Effective Period”); provided, unless however, that in the event the Company suspends, postpones or delays the filing of a Registration Statement required to be filed pursuant to this Agreement, the Effective Period shall be extended by the duration of each such action applicable suspension, postponement or omission is required by applicable Law or is in connection with delay. To the extent that the Company ceases to be eligible to register Registrable Securities on Form S-3, the Company shall file a Shelf Suspension“shelf” registration statement on Form S-1 not later than 45 days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

Continued Effectiveness. The Company Partnership shall use its commercially reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or another Registration Statement 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 Holders every Holder is permitted to sell its Registrable Securities without Registration registration pursuant to Rule 144 or another exemption under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e7.13(a)(iii), the Company Partnership shall not be deemed to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company Partnership voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities owned by such Holders pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic keep any Shelf Registration Statement at the time of filingfiled pursuant to Section 2.02(a) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Shelf Holders until the earlier 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(3section 4(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 Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e2.01(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 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 Demand Suspension permitted pursuant to Section 2.01(d) or (y) required by applicable Law law, rule or is in connection with a Shelf Suspensionregulation.

Continued Effectiveness. The Company shall use its best reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such each Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders holders until the earlier of (i) the ninth (9th) month anniver- sary of the effectiveness of such Shelf Registration Statement or (ii) the date as of which (A) all the Registrable Securities covered by the Shelf Registration Statement 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 or (iiB) the date as of which each Investor no longer directly or indirectly owns more than 2.5% of the Holders outstanding Junior Preferred Stock or Common Stock and is permitted to sell its Registrable Securities without Registration pursuant to under Rule 144 144(k) under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, effectiveness being the “"Shelf Period”"). Subject to Section 3(e)2.1(c) below, the Company shall not be deemed to have used its best 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 Holders holders of the Registrable Securities covered thereby not being able to offer and sell any such Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement 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 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 (such period of effectiveness, the “"Shelf Period”"). Subject to Section 3(e2.2(c), 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 Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.

Continued Effectiveness. The Company Issuer shall use its reasonable best efforts (if the Company is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep any such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus Prospectus forming a part thereof to be usable by Holders until the 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 Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation limitations or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3(e6.2(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 Holders 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 required by applicable Law or is in connection with a Shelf Suspensionlaw.