Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. ParentCo shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which ParentCo then qualifies or which counsel for ParentCo shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Period; provided, however, that ParentCo shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if ParentCo shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of ParentCo stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”), it would be materially detrimental to ParentCo and its shareholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. ParentCo PubCo shall use its commercially reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.11.2, prepare and file with the Commission a Registration Statement on any form for which ParentCo PubCo then qualifies or which counsel for ParentCo PubCo shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable best efforts to cause such Registration Statement to become effective and use its commercially reasonable best efforts to keep it effective for the Effectiveness PeriodPeriod (as defined below); provided, however, that ParentCo PubCo shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if ParentCo PubCo shall furnish to the holders Investor a certificate signed by the Chief Executive Officer or Chairman of ParentCo PubCo stating that, in the good faith judgment of the Board board of Directors directors of ParentCo (the “ParentCo Board”)PubCo, it would be materially detrimental to ParentCo PubCo and its shareholders for such Registration Statement to be effected at such time; provided furtherprovided, however, that ParentCo PubCo shall not have the right to exercise the right set forth in the immediately preceding proviso defer such filing for more than a total period of sixty (60) consecutive calendar days, or not more than ninety (90) total calendar days, days and that PubCo shall not defer its obligation in each case during this manner more than twice in any 365-day period in respect of a Demand Registration hereundertwelve (12)-month period.

Filing Registration Statement. ParentCo Parent shall use its reasonable best efforts to, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration or UPO Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which ParentCo Parent then qualifies or which counsel for ParentCo Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Periodperiod required by Section 3.1.3; provided, however, that ParentCo Parent shall have the right to defer any Demand Registration or UPO Demand Registration for up to sixty thirty (6030) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if ParentCo Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of ParentCo the Board of Directors or President of Parent stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Parent, it would be materially detrimental to ParentCo Parent and its shareholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo Parent shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, once in each case during any 365-day period in respect of a Demand Registration or UPO Demand Registration hereunder.

Filing Registration Statement. ParentCo Parent shall use its reasonable best efforts to, as expeditiously as possible possible, but in no event more than forty-five (45) days, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which ParentCo Parent then qualifies or which counsel for ParentCo Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its reasonable best efforts to keep it effective for the Effectiveness Periodperiod required by Section 3.1.3; provided, however, that ParentCo Parent shall have the right to defer any Demand Registration for up to sixty an additional fifteen (6015) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if ParentCo Parent shall furnish to the holders Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of ParentCo Parent stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Parent, it would be materially detrimental to ParentCo Parent and its shareholders for such Registration Statement to be effected at such time; provided provided, further, however, that ParentCo Parent shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, once in each case during any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. ParentCo shall use its reasonable best efforts toThe Parent shall, as expeditiously as possible possible, prepare and file with the Commission, within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which ParentCo the Parent then qualifies or which counsel for ParentCo the Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it remain effective for the Effectiveness Periodperiod required by Section 3.1(c); provided, however, that ParentCo the Parent shall have the right to defer any Demand Registration such registration for up to sixty ninety (6090) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case days if ParentCo the Parent shall furnish to the holders of Registrable Securities a certificate signed by the President and Chief Executive Officer or Chairman of ParentCo the Parent stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Parent, it would be materially detrimental to ParentCo the Parent and its shareholders stockholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo in the event the Parent elects to exercise such right with respect to any registration, it shall not have the right to exercise such right again prior to the date which is twelve (12) months after the date on which the Registration Statement relating to such deferred registration is declared effective. For the sake of clarity, (i) the Parent may exercise its right set forth in the immediately preceding proviso to defer a Demand Registration for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case days under this Section 3.1(a) if the Parent has begun the process of publicly offering its Common Stock and (ii) Purchaser may exercise its rights under Section 2.2 during any 365-the ninety (90) day period in respect of the Parent may defer a Demand Registration hereunderunder this Section 3.1(a).

Filing Registration Statement. ParentCo Parent shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which ParentCo Parent then qualifies or which counsel for ParentCo Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Periodperiod required by Section 3.1.3; provided, however, that ParentCo Parent shall have the right to defer any Demand Registration for up to sixty ninety (6090) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if ParentCo Parent shall furnish to the holders Investor a certificate signed by the President, Chief Executive Officer or Chairman of ParentCo Parent stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Parent, it would be materially detrimental to ParentCo Parent and its shareholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo Parent shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, once in each case during any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. ParentCo Pubco shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which ParentCo Pubco then qualifies or which counsel for ParentCo Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Periodperiod required by Section 3.1.3; provided, however, that ParentCo Pubco shall have the right to defer any Demand Registration for up to sixty ninety (6090) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if ParentCo Pubco shall furnish to the holders Investor requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of ParentCo Pubco stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Pubco, it would be materially detrimental to ParentCo Pubco and its shareholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, once in each case during any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. ParentCo Parent shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which ParentCo Parent then qualifies or which counsel for ParentCo Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Periodperiod required by Section 3.1.3; provided, however, that ParentCo Parent shall have the right to defer any Demand Registration for up to sixty ninety (6090) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if ParentCo Parent shall furnish to the holders Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of ParentCo Parent stating that, in the good faith judgment of the Board of Directors of ParentCo (the “ParentCo Board”)Parent, it would be materially detrimental to ParentCo Parent and its shareholders for such Registration Statement to be effected at such time; provided further, however, that ParentCo Parent shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, once in each case during any 365-day period in respect of a Demand Registration hereunder.