Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. (i) As soon as practicable, but in no event more than 45 days after the date of this Agreement, the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering by Sellers to be made on a continuous or extended basis pursuant to Rule 415 under the Securities Act, or such successor rule or similar provision then in effect ("Rule 415"), covering all of the Registrable Securities issuable at the Closing Date. (ii) As soon as practicable, but in no event more than 45 days after the Approval Date or the date of a Dividend paid in Common Stock, the Company shall prepare and file with the Commission a shelf registration statment (a "Subsequent Shelf Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements") on the appropriate form for an offering by the Sellers to be made on a continuous or extended basis pursuant to Rule 415 covering all of the Registrable Securities issued upon conversion of the Series A Stock or payment of such Dividend, as the case may be. (iii) The Company shall use its commercially reasonable best efforts to have the Registration Statements declared effective within 90 days after their respective filings are made and to keep such Registration Statements continuously effective for the period beginning on such date and ending on the earlier of (A) the date on which the Holders no longer hold any Registrable Securities and (ii) the date that is two years after the effective date of the respective Registration Statement.