Common use of Initial Shelf Registration Statement Clause in Contracts

Initial Shelf Registration Statement. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4.

Initial Shelf Registration Statement. The Company and the Guarantors shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration Statements within 45 days after an obligation to file such Initial Shelf Registration arises. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(sGuarantors shall (i) of distribution take the form of an underwritten offering of not permit any securities other than the Registrable Securities without the prior agreement of the Company. The Company shall to be included in any Shelf Registration, and (ii) use commercially reasonable their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days as promptly as practicable after the Issue Date, filing thereof and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date that is 24 months after the Effectiveness Period. Each Holder that became a Notice Holder on or prior Date (subject to extension pursuant to the date 10 Business Days prior to last paragraph of Section 6 hereof) (the time that "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named as have been sold or (ii) a selling security holder in the Initial Subsequent Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers covering all of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4been declared effective under the Securities Act.

Initial Shelf Registration Statement. The Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Company ------------------------------------ shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form if available, permitting registration of such Registrable Securities for resale by such Holders holders in accordance with the methods of distribution reasonably elected manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than on or prior to the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is 36 months from the Effectiveness Period. Each Holder that became a Notice Holder on Issue Date, or prior to the date 10 Business Days prior to the time that such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named have been sold in the manner set forth and as a selling security holder contemplated in the Initial Shelf Registration Statement and the related Prospectus in such or (ii) a manner as to permit such Holder to deliver such Prospectus to purchasers Subsequent Shelf Registration Statement covering all of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by has been declared effective under the Securities Act (such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4.36 month or shorter period, the "Effectiveness Period"). --------------------

Initial Shelf Registration Statement. The Issuers shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form form, if available, permitting registration of such Registrable Securities for resale by such Holders holders in accordance with the methods of distribution reasonably elected manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Registrable Securities without the prior agreement of the Company. The Company Issuers shall use commercially reasonable their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than on or prior to the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is 24 months from the Effectiveness Period. Each Holder that became a Notice Holder on Issue Date, or prior to the date 10 Business Days prior to the time that such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named have been sold in the manner set forth and as a selling security holder contemplated in the Initial Shelf Registration Statement and the related Prospectus in such or (ii) a manner as to permit such Holder to deliver such Prospectus to purchasers Subsequent Shelf Registration Statement covering all of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by has been declared effective under the Securities Act (such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 424 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Subject to the conditions set forth in this Agreement, the Company shall use reasonable efforts to cause to be filed with the Securities and Exchange Commission (the "SEC"), within thirty (30) days of the Closing Date, a registration statement (the "Initial Shelf Registration Statement shall be on Form S-1Statement") under Rule 415 of the Securities Act relating to the original issuance by the Company of shares of Common Stock in connection with the redemption of Holders' Units, Form S-3 or another appropriate form permitting in the alternative if the registration of such original issuance is not practicable, the sale by Holders of Registrable Securities for resale by such Holders Shares in the form of the Common Stock to be received in connection with the redemption of Holders' Units, all in accordance with the methods of distribution reasonably elected by the Holders terms hereof, and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under by the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and SEC. The Company agrees to use reasonable efforts to keep the Initial Shelf Registration Statement continuously effective until the earliest of (i) the date on which the Holders no longer hold any Registrable Shares, or any Subsequent (ii) five (5) years from the Closing Date (the "Initial Shelf Registration StatementExpiration Date") continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to The time between the date 10 Business Days prior to on which the time that Initial Shelf Registration. Statement first becomes effective and the Initial Shelf Registration Statement became effective shall be named Expiration Date is hereinafter referred to as a selling security holder in the "Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4Period."

Initial Shelf Registration Statement. (a) The Initial Company shall prepare and file an initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with (the methods of distribution reasonably elected by the Holders and set forth in the “Initial Shelf Registration Statement; provided that in no event will such method(s”) of distribution take under the form of an underwritten offering of the Securities Act covering all Registrable Securities without no later than August 16, 2021 (the prior agreement of the Company. The Company “Filing Deadline”) and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to become effective on or as soon as practicable after its filing but no later than December 15, 2021 (the “Effectiveness Deadline”). As soon as practicable following the date that the Initial Shelf Registration Statement to be declared effective under the Securities Act becomes effective, but in any event no later than one Business Day after such date, the date (Company shall provide the "Effectiveness Deadline Date") that is 180 days after Holders with a copy of the Issue Date, and to keep the notice of effectiveness of such Initial Shelf Registration Statement filed by the Commission. (or any Subsequent b) The Company shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement) Statement filed to be continuously effective under the Securities Act until the expiration earliest of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named have been distributed in the manner set forth and as a selling security holder contemplated in such Initial Shelf Registration Statement and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). (c) When declared effective, the Initial Shelf Registration Statement (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the related Prospectus Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Initial Shelf Registration Statement unless such Holder has provided Statement, in the light of the circumstances under which a Notice and Questionnaire in accordance with Section 2(d) and statement is in compliance with Section 4made).

Initial Shelf Registration Statement. The Company and the Guarantors shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration Statements within 45 days after an obligation to file such Initial Shelf Registration arises. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(sGuarantors shall (i) of distribution take the form of an underwritten offering of not permit any securities other than the Registrable Securities without the prior agreement of the Company. The Company shall to be included in any Shelf Registration, and (ii) use commercially reasonable their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days as promptly as practicable after the Issue Date, filing thereof and to keep the Initial Shelf Registration Statement continuously effective until the date that is 24 months after the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or any such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf 9 Registration Statement have been sold or (ii) a Subsequent Shelf Registration Statement) continuously Statement covering all of the Registrable Securities has been declared effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4Act.

Initial Shelf Registration Statement. The Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Company shall file ------------------------------------ with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form if available, permitting registration of such Registrable Securities for resale by such Holders holders in accordance with the methods of distribution reasonably elected manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than on or prior to the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is 36 months from the Effectiveness Period. Each Holder that became a Notice Holder on Issue Date, or prior to the date 10 Business Days prior to the time that such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named have been sold in the manner set forth and as a selling security holder contemplated in the Initial Shelf Registration Statement and the related Prospectus in such or (ii) a manner as to permit such Holder to deliver such Prospectus to purchasers Subsequent Shelf Registration Statement covering all of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by has been declared effective under the Securities Act (such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4.36 month or shorter period, the "Effectiveness Period"). --------------------

Initial Shelf Registration Statement. The By the 30th day after the Form 10 is declared to be effective by the Commission, the Company shall file with the Commission a registration statement (the “Initial Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis (but not involving any underwritten offering); provided that if the Form 10 is declared to be effective by the Commission on a date that is more than 90 days after the Effective Date, the Company shall file the Initial Shelf Registration Statement shall by no later than 10 days after the Form 10 is declared to be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected effective by the Holders and set forth in Commission. Except as otherwise provided herein, the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared effective under by the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the Issue DateCommission as soon as practicable thereafter, and to (ii) keep the Initial Shelf Registration Statement continuously effective and, except as otherwise expressly permitted herein in Section 4, not to suspend use of the prospectus included therein in order to permit the prospectus included therein to be usable by the Holders until the earliest to occur of the following: (A) there are no longer any Registrable Securities, (B) until the Company has filed a Short-Form Registration or any Subsequent an Automatic Shelf Registration Statementregistering all of the Registrable Securities, and such registration statement has been declared effective, or (C) continuously effective under the Securities Act until the expiration of the Effectiveness Required Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the An Initial Shelf Registration Statement became effective shall be named as a selling security holder in filed pursuant to this Section 2(a) or the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (use thereof for any sale other than laws pursuant to an underwritten offering shall not generally applicable to all such Holders). Notwithstanding count as the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided use of a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4Demand Registration.

Initial Shelf Registration Statement. The Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial Shelf Registration Statement"). If the Company shall have not yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration Statement within 60 days of the delivery of the Shelf Notice. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution reasonably elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Notes to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially reasonable its best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act Act, if an Exchange Offer Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than the date (the "Effectiveness Deadline Date") that is 180 120 days after filing of the Issue DateInitial Shelf Registration Statement, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is two years from the Effectiveness Period. Each Holder that became a Notice Holder on or prior Issue Date (subject to extension pursuant to the date 10 Business Days prior to last paragraph of Section 5 hereof), or such shorter period ending the time that earliest of when (i) all Registrable Notes covered by the Initial Shelf Registration Statement became effective shall be named have been sold in the manner set forth and as a selling security holder contemplated in the Initial Shelf Registration Statement and the related Prospectus in such or (ii) a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Subsequent Shelf Registration Statement unless such Holder covering all of the Registrable Notes has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4been declared effective under the Securities Act (the "Effectiveness Period").

Initial Shelf Registration Statement. The Company shall as promptly as reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). If the Company shall have not yet filed an Exchange Offer, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the applicable Filing Date. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth holders in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an manner or manners designated by them (including, without limitation, one or more underwritten offering of the Registrable Securities without the prior agreement of the Companyofferings). The Company shall use commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than on or prior to the date (the "Effectiveness Deadline Date") that is 180 days 120th day after the Issue Date, filing thereof with the SEC and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration date which is 24 months from the Issue Date (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period. Each Holder that became a Notice Holder on "), or prior to the date 10 Business Days prior to the time that such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement became effective shall be named have been sold in the manner set forth and as a selling security holder contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement and covering all of the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law has been declared effective under the Securities Act or (other than laws not generally applicable iii) the Registrable Securities may be sold or transferred without restriction pursuant to all such Holders)Rule 144(k) under the Securities Act. Notwithstanding the foregoing, no Holder the Company may suspend the effectiveness of the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below) for a period (the "Black Out Period") not to exceed 45 days if (i)(A) an event occurs and is continuing as a result of which such Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement would, in the good faith judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (ii) in the good faith judgment of the Company, it would be seriously detrimental to the Company and its stockholders to maintain the effectiveness of such registration statement and it is therefore essential to suspend the effectiveness of such registration statement; provided, however, that the Company shall only be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4one Black Out Period during any 18 month period.

Initial Shelf Registration Statement. The By the 30th day after the Form 10 is declared to be effective by the Commission, the Company shall file with the Commission a registration statement (the “Initial Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis (but not involving any underwritten offering); provided that if the Form 10 is declared effective by the Commission on a date that is more than 90 days after the Effective Date, the Company shall file the Initial Shelf Registration Statement shall by no later than 10 days after the Form 10 is declared to be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected effective by the Holders and set forth in Commission. Except as otherwise provided herein, the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared effective under by the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the Issue DateCommission as soon as practicable thereafter, and to (ii) keep the Initial Shelf Registration Statement continuously effective and, except as otherwise expressly permitted herein in Section 4, not to suspend use of the prospectus included therein in order to permit the prospectus included therein to be usable by the Holders until the earliest to occur of the following: (A) there are no longer any Registrable Securities, (B) until the Company has filed a Short-Form Registration or any Subsequent an Automatic Shelf Registration Statementregistering all of the Registrable Securities, and such registration statement has been declared effective, or (C) continuously effective under the Securities Act until the expiration of the Effectiveness Required Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the An Initial Shelf Registration Statement became effective shall be named as a selling security holder in filed pursuant to this Section 2(a) or the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (use thereof for any sale other than laws pursuant to an underwritten offering shall not generally applicable to all such Holders). Notwithstanding count as the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided use of a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4Demand Registration.