Common use of Effective Final Registration Clause in Contracts

Effective Final Registration. Subject to any Lock-up Agreements, if at any time either (x) any party to this Agreement shall reasonably determine that the Section 1145 Exemption is not available to effect the distribution (coincident with the effective date of any Remainder Plan) of the then remaining Registrable Securities (the “Final Registrable Securities”), based on an order of the Bankruptcy Court, clear statements made by the staff of the Commission or the inability of counsel to such party to deliver an opinion to the effect that the Section 1145 Exemption is available, and with the concurrence of the other parties hereto (which concurrence shall not be unreasonably withheld) (provided that as promptly as practicable following such determination, such party shall provide the other party with written notice of such determination together with a copy of such order or memorandum setting forth the communication with the staff of the Commission or such party’s counsel), or (y) the Issuer shall deliver written notice to the Stockholder electing, in its sole discretion, to effect the distribution of the Final Registrable Securities to the Adelphia Claimants pursuant to the terms of this Section 4.3 and not in reliance on section 1145 of the Bankruptcy Code (provided that the Issuer may not make such election if such election would reasonably be expected to result in a material delay (including any delay pursuant to Section 6.3) relative to when such distribution would occur pursuant to a chapter 11 plan of reorganization resulting in a Termination Event or would otherwise adversely affect such distribution in any material respect) (each such notice pursuant to clause (x) or (y) above, a “Final Distribution Notice”), then, subject to Section 6.3, as promptly as reasonably practicable following delivery of the Final Distribution Notice, the Issuer shall use commercially reasonable efforts (it being understood that expenses incurred in connection with the preparation and filing of a registration statement and the listing of the Final Registrable Securities to be distributed pursuant to the Final Registration Statement shall not be a factor in the measurement of such commercially reasonable efforts) to: (i) prepare and file as promptly as reasonably possible following delivery of the Final Distribution Notice no more than one Registration Statement on the appropriate form under the Securities Act (the “Final Registration Statement”) effecting registration (the “Final Registration”) of such transactions involving Final Registrable Securities as are required by the Commission to be registered so that such Final Registrable Securities, when issued to the Adelphia Claimants in such transactions, will be freely tradable by such Adelphia Claimants and not subject to any resale restrictions, except to the extent that any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code); (ii) cause the Final Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after delivery of a Final Distribution Notice; and (iii) keep the Final Registration Statement continuously effective until the time at which the Final Distribution has been completed and the Class A Common Stock distributed thereby is freely tradable in the hands of the distributees, except to the extent that any such distributee is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code); provided, however, that in no event shall the Issuer be required to keep the Final Registration Statement effective for more than a six month period following the date on which the relevant chapter 11 plan of reorganization of Adelphia and/or any of its Affiliates becomes effective.

Effective Final Registration. Subject to any Lock-up Agreements, if at any time either (x) any party to this Agreement shall reasonably determine that the Section 1145 Exemption is not available to effect the distribution (coincident with the effective date of any Remainder Plan) of the then remaining Registrable Securities (the “Final Registrable Securities”), based on an order of the Bankruptcy Court, clear statements made by the staff of the Commission or the inability of counsel to such party to deliver an opinion to the effect that the Section 1145 Exemption is available, and with the concurrence of the other parties hereto (which concurrence shall not be unreasonably withheld) (provided that as promptly as practicable following such determination, such party shall provide the other party with written notice of such determination together with a copy of such order or memorandum setting forth the communication with the staff of the Commission or such party’s counsel), or (y`) the Issuer shall deliver written notice to the Stockholder electing, in its sole discretion, to effect the distribution of the Final Registrable Securities to the Adelphia Claimants pursuant to the terms of this Section 4.3 and not in reliance on section 1145 of the Bankruptcy Code (provided that the Issuer may not make such election if such election would reasonably be expected to result in a material delay (including any delay pursuant to Section 6.3) relative to when such distribution would occur pursuant to a chapter 11 plan of reorganization resulting in a Termination Event or would otherwise adversely affect such distribution in any material respect) (each such notice pursuant to clause (x) or (y) above, a “Final Distribution Notice”), then, subject to Section 6.3, as promptly as reasonably practicable following delivery of the Final Distribution Notice, the Issuer shall use commercially reasonable efforts (it being understood that expenses incurred in connection with the preparation and filing of a registration statement and the listing of the Final Registrable Securities to be distributed pursuant to the Final Registration Statement shall not be a factor in the measurement of such commercially reasonable efforts) to: (i) prepare and file as promptly as reasonably possible following delivery of the Final Distribution Notice no more than one Registration Statement on the appropriate form under the Securities Act (the “Final Registration Statement”) effecting registration (the “Final Registration”) of such transactions involving Final Registrable Securities as are required by the Commission to be registered so that such Final Registrable Securities, when issued to the Adelphia Claimants in such transactions, will be freely tradable by such Adelphia Claimants and not subject to any resale restrictions, except to the extent that any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code); (ii) cause the Final Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after delivery of a Final Distribution Notice; and (iii) keep the Final Registration Statement continuously effective until the time at which the Final Distribution has been completed and the Class A Common Stock distributed thereby is freely tradable in the hands of the distributees, except to the extent that any such distributee is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code); provided, however, that in no event shall the Issuer be required to keep the Final Registration Statement effective for more than a six month period following the date on which the relevant chapter 11 plan of reorganization of Adelphia and/or any of its Affiliates becomes effective.