Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. Prior to (i) the thirtieth (30th) day following the determination that the Company is unable to cause the Primary Shelf Registration Statement to be declared effective by the Commission or to keep such Primary Shelf Registration Statement (or successor Primary Shelf Registration Statements) effective until such time as all of the Stock Rights have been terminated and the Holders have no further right to receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights, or (ii) the tenth (10th) day following the Company's issuance of any shares of Common Stock or Preferred Stock pursuant to the Stock Rights in a transaction not covered by a Primary Shelf Registration Statement or a determination that a Holder is an Affiliate of the Company (but in no event earlier than the fourteenth (14th) day preceding the first anniversary of the date of the Stock Purchase Option Agreement) (each, a "RESALE REQUIRED FILING DATE") the Company shall prepare and file with the Commission a "resale shelf" registration statement (the "RESALE SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) covering the resale by the Holders of the Registrable Securities. It is the parties' intent that pursuant to this Section 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to the Suspension Events, have in effect a Registration Statement covering resales of any Registrable Securities held by the Holders if and to the extent the resale of any such Registrable Securities would be limited by the volume limitations under Rule 144 or otherwise. The initial Resale Shelf Registration Statement prepared pursuant hereto shall register for resale by the Holders a good faith estimate of the maximum number of Registrable Securities that may from time to time be issuable pursuant to any of the Stock Rights, which shall not be less than at least (i) that number of shares of Common Stock equal to the product of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and (ii) that number of shares of Preferred Stock determined by dividing (x) the number of shares of Common Stock being registered pursuant to clause (i) of this sentence, by (y) the Conversion Multiple. The Company shall use commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective on or before the Resale Target Effective Date and to keep such Resale Shelf Registration Statement (or in the event such initial Resale Shelf Registration Statement is withdrawn or terminated for any reason, to keep a successor Resale Shelf Registration Statement) continuously effective for the Target Effective Period. Any Holder shall be permitted to withdraw all or any part of the Registrable Securities from a Resale Shelf Registration Statement at any time prior to the effective date of such Shelf Registration Statement, but the Company shall be under no further obligation to register such Securities pursuant to this Section 3.

Filing; Effectiveness. Prior to Within the fourteen (i) the thirtieth (30th14) day following the determination that the Company is unable to cause the Primary Shelf Registration Statement to be declared effective by the Commission or to keep such Primary Shelf Registration Statement (or successor Primary Shelf Registration Statements) effective until such time as all of the Stock Rights have been terminated and the Holders have no further right to receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights, or (ii) the tenth (10th) day following the Company's issuance of any shares of Common Stock or Preferred Stock pursuant to the Stock Rights in a transaction not covered by a Primary Shelf Registration Statement or a determination that a Holder is an Affiliate of the Company (but in no event earlier than the fourteenth (14th) day period preceding the first anniversary of the date of the Stock Purchase Option Agreement) (each, a "RESALE REQUIRED FILING DATE") the Company shall prepare and file with the Commission a "resale primary shelf" registration statement (the "RESALE PRIMARY SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) covering the resale by issuance to the Holders of the Registrable Securities. It is the parties' intent that pursuant to this Section 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to the Suspension Events, have in effect a Registration Statement covering resales of any Registrable Securities held by the Holders if and to the extent the resale of any such Registrable Securities would be limited by the volume limitations under Rule 144 or otherwise. The initial Resale Primary Shelf Registration Statement prepared pursuant hereto shall register for resale by issuance to the Holders Holder a good faith estimate of the maximum number of Registrable Securities that may from time to time be issuable pursuant to any of the Stock Rights, which shall not be less than at least (i) that number of shares of Common Stock equal to the product of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and (ii) that number of shares of Preferred Stock determined by dividing (x) the number of shares of Common Stock being registered pursuant to clause (i) of this sentence, by (y) the Conversion Multiple. The Company shall use commercially reasonable efforts to have the Resale Primary Shelf Registration Statement declared effective on or before the Resale Primary Target Effective Date and to keep such Resale Primary Shelf Registration Statement (or in the event such initial Resale Primary Shelf Registration Statement is withdrawn or terminated for any reason, to keep a successor Resale Primary Shelf Registration Statement) continuously effective for the Target Effective Period. Any Holder shall be permitted to withdraw until such time as all or any part of the Registrable Securities from a Resale Shelf Registration Statement at any time prior to Stock Rights have terminated and the effective date of such Shelf Registration Statement, but the Company shall be under Holders have no further obligation right to register such Securities pursuant to this Section 3receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights.

Filing; Effectiveness. Prior If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) the thirtieth (30th) day following the determination that the Company is unable to cause the Primary Shelf tocause such Resale Registration Statement to be declared effective by the Commission or to keep for such Primary Shelf Registration Statement (or successor Primary Shelf Registration Statements) effective until such time Registrable Securities as all of the Stock Rights have been terminated soon as practicable thereafter and the Holders have no further right to receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights, or (ii) to keep the tenth Resale Registration Statement continuously effective until the earliest of (10thx) day following the Company's issuance of date on which such Holders no longer hold any shares of Common Stock or Preferred Stock pursuant to Registrable Securities registered under the Stock Rights in a transaction not covered by a Primary Shelf Resale Registration Statement or a determination that a Holder is an Affiliate of (y) the Company (but in no event earlier than the fourteenth (14th) day preceding the first second anniversary of the date Closing Date; provided, however, that (A) upon the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Stock Purchase Option Agreement) (eachResale Registration Statement, a "RESALE REQUIRED FILING DATE") the Company shall prepare and even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a "resale shelf" delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement (with the "RESALE SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any successor rule or similar provision employee benefit plan), then in effect) covering the resale by DAKA shall give the Holders of notice thereof and the Registrable Securities. It is the parties' intent that Holders may demand registration pursuant to this Section 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to the Suspension Events, have in effect a Registration Statement covering resales of any Registrable Securities held by the Holders if and to the extent the resale of any 8.02 immediately after such Registrable Securities would be limited by the volume limitations under Rule 144 or otherwisefiling. The initial Resale Shelf Registration Statement prepared pursuant hereto shall register for resale by the Holders a good faith estimate of the maximum number of Registrable Securities that may from time to time be issuable pursuant to any of the Stock Rights, which DAKA shall not be less than at least (i) that number of shares of Common Stock equal required to the product of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and (ii) that number of shares of Preferred Stock determined by dividing (x) the number of shares of Common Stock being registered cause a registration statement requested pursuant to clause (i) of this sentence, by (y) the Conversion Multiple. The Company shall use commercially reasonable efforts Section 8.02 to have the Resale Shelf Registration Statement declared become effective on or before the Resale Target Effective Date and to keep such Resale Shelf Registration Statement (or in the event such initial Resale Shelf Registration Statement is withdrawn or terminated for any reason, to keep a successor Resale Shelf Registration Statement) continuously effective for the Target Effective Period. Any Holder shall be permitted to withdraw all or any part of the Registrable Securities from a Resale Shelf Registration Statement at any time prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such Shelf Registration Statementregistration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, but however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the Company shall be under no further obligation to register such Securities request pursuant to this Section 38.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.