Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the date hereof. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the date hereof; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th day after the date hereof revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Riviera Resources, LLC), Registration Rights Agreement (Riviera Resources, Inc.)

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Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the such Holder’s signature page of such Holder hereto or by written notice given to the Company no later than 45 30 days after the date hereof. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior Plan Effective Date, subject to the 60th day following the date hereof; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th day after the date hereof revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise Holder’s timely comply complying with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. The Company shall file the Initial Shelf Registration Statement with the Commission as promptly as practicable after the Plan Effective Date (and in no event later than the 90th day following the Plan Effective Date); provided, however, that the Board (with the prior written consent of the Majority Holders) may extend such 90-day period but not beyond the 120th day following the Plan Effective Date, to the extent the Board determines that such extension is reasonably necessary to prepare and file the Initial Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Monitronics International Inc), Registration Rights Agreement

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the date hereofPlan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the date hereofPlan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th day after the date hereof Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Linn Energy, Inc.)

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the date hereofPlan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the later of (i) the 60th day following the date hereofPlan Effective Date and (ii) December 1, 2016; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th seventy-fifth day after the date hereof Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty fifteen percent (2015%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Penn Virginia Corp)

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Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the date hereofPlan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th 90th day following the date hereofPlan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th 90th day after the date hereof Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Vanguard Natural Resources, Inc.)

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 5 business days after the date hereofPlan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the date hereofPlan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th 5th day after the date hereof Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty fifteen percent (2015%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Energy XXI Gulf Coast, Inc.)

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