Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. Subject to Section 2.2.4., the Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.4, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.4Registration, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 and remain effective for the period required by Section 3.1.3hereunder; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its shareholders stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders holders shall provide at least fifteen (15) business days' ’ notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shallshall use commercially reasonable efforts to, as expeditiously as reasonably possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 remain use commercially reasonable efforts to keep it effective for the a period required by Section 3.1.3of up to two (2) years; provided, however, that the Company shall have the right to defer any Demand Registration for up to ninety (90) days (or, if the Company intends to initiate a registration, during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred twenty eighty (120180) daysdays after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective), 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders Investors requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and or its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.4Registration, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 and remain effective for the period required by Section 3.1.3hereunder; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its shareholders stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the Company The Registrants shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.2, prepare and file with the Commission a Registration Statement on any form for which the Company Registrants then qualifies qualify or which counsel for the Company Registrants shall deem appropriate and which form shall be available for the sale of all Registrable Securities Restricted Shares to be registered thereunder in accordance with Section 2.1.2 and the intended method(s) of distribution thereof, and shall use its commercially reasonable best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Company Registrants shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company Registrants shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company Trust stating that, in the good faith judgment of the Board of Directors of the CompanyTrust, it would not be in materially detrimental to the best interests of the Company Trust and its shareholders for such Registration Statement to be effected at such time; provided provided, further, however, that the Company Registrants shall not have the right to exercise the right set forth in the immediately preceding proviso for more than once one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration hereunder; and provided further provided, further, that the Holders Shareholders shall provide at least fifteen (15) business days' Business Days notice of the date on which they wish the Company Registrants to prepare and file a Registration Statement with the CommissionCommission in accordance with this Agreement.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration or Royce Demand Registration, as the case may be, pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities Insider Shares 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 and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration or Royce Demand Registration Statement, as the case may be, for up to one hundred twenty thirty (12030) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration or Royce Demand Registration, as the case may be, hereunder; and provided further provided, further, that the Holders Insiders shall provide at least fifteen (15) business days' Business Days notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shallshall use commercially reasonable efforts to, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.1, and for the first Demand Registration, within six (6) months after the Closing, prepare and file with (or, if available, first confidentially submit to) the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 remain use commercially reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty ninety (12090) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its shareholders equity holders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once twice in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.4, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders holders shall provide at least fifteen (15) business days' ’ notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shallshall 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 pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 remain use its reasonable best efforts to keep it effective for the period required by Section 3.1.3Effectiveness Period; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty sixty (12060) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating thatif, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Company Board”), it would not be in the best interests of materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, in which case the Company shall furnish to the Demanding Holders a certificate signed by the Chairman of the Board or an executive officer of the Company certifying such good faith determination by the Board; provided provided, further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso for more than once a total of ninety (90) consecutive calendar days, or more than one hundred twenty (120) total calendar days in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commissionperiod.

Filing Registration Statement. Subject to Section 2.2.4., the The Company shallshall 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 pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company 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 remain use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty ninety (12090) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders of Registrable Securities included in such Registration Statement a certificate signed by the Chief Executive Officer Officer, Chief Financial Officers or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once twice in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Holders shall provide at least fifteen (15) business days' notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.”

Filing Registration Statement. Subject to Section 2.2.4., the The Company shall, as expeditiously as possible and in any event within sixty ninety (6090) days after receipt of a request for a Demand Registration pursuant to Section 2.1 or a registration on Form S-3 pursuant to Section 2.2.42.2 hereof, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities Restricted Shares to be registered thereunder in accordance with Section 2.1.2 hereof and the intended method(s) of distribution thereof, and shall use its commercially reasonable best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.33.1.3 hereof; provided, however, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) 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, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the Holders holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its shareholders Shareholders for such Registration Statement to be effected at such time; provided provided, further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso for more than once one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration hereunder; and provided further provided, further, that the Holders Shareholders shall provide at least fifteen (15) business days' Business Days notice of the date on which they wish the Company to prepare and file a Registration Statement with the CommissionCommission in accordance with this Agreement.