Common use of Mandatory Registration Rights Clause in Contracts

Mandatory Registration Rights. At any time after the expiration of the restrictions set forth in Section 3 of the Underwriting Agreement (the "Underwriting Agreement"), dated , 2011, by and among Lone Pine and the Underwriters party thereto (the "Lock-up Expiration Date"), Forest may demand that Lone Pine (a) file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Lone Pine providing for the resale by Forest of all or a portion of the Registrable Shares in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the "Mandatory Registration Statement"); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a "Mandatory Canadian Shelf Prospectus") qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If Lone Pine has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, Lone Pine shall promptly give notice of such eligibility to Forest and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Forest notifies Lone Pine within 10 Business Days of receipt of the Lone Pine notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case Lone Pine will delay the conversion of the Mandatory Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.

Appears in 1 contract

Samples: Registration Rights Agreement (Lone Pine Resources Inc.)

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Mandatory Registration Rights. (a) At any time after the expiration of the restrictions set forth in Section 3 3(c) of the Underwriting Agreement (the "Underwriting Agreement"), dated September 26, 20112013, by and among Lone Pine PEG Inc., PEG LP and the Underwriters party thereto (the "Lock-up Expiration Date"), Forest any one or more Holders then holding a majority of the Registrable Shares held by all such Holders may demand that Lone Pine PEG Inc. (a) file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Lone Pine PEG Inc. providing for the resale by Forest the Holders of all or a portion of the Registrable Shares held by such Holders in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act Act, if permitted by such form (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the "Mandatory Registration Statement"); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a "Mandatory Canadian Shelf Prospectus") qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If Lone Pine PEG Inc. has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, Lone Pine PEG Inc. shall promptly give notice of such eligibility to Forest the Holders and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Forest notifies Lone Pine the Holders notify PEG Inc. within 10 Business Days of receipt of the Lone Pine PEG Inc. notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case Lone Pine PEG Inc. will delay the conversion of the Mandatory Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.

Appears in 1 contract

Samples: Registration Rights Agreement (Pattern Energy Group Inc.)

Mandatory Registration Rights. (a) At any time after the expiration of the restrictions set forth in Section 3 3(c) of the Underwriting Agreement (the "Underwriting Agreement"), dated September [•], 20112013, by and among Lone Pine PEG Inc., PEG LP and the Underwriters party thereto (the "Lock-up Expiration Date"), Forest any one or more Holders then holding a majority of the Registrable Shares held by all such Holders may demand that Lone Pine PEG Inc. (a) file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Lone Pine PEG Inc. providing for the resale by Forest the Holders of all or a portion of the Registrable Shares held by such Holders in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act Act, if permitted by such form (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the "Mandatory Registration Statement"); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a "Mandatory Canadian Shelf Prospectus") qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If Lone Pine PEG Inc. has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, Lone Pine PEG Inc. shall promptly give notice of such eligibility to Forest the Holders and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Forest notifies Lone Pine the Holders notify PEG Inc. within 10 Business Days of receipt of the Lone Pine PEG Inc. notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case Lone Pine PEG Inc. will delay the conversion of the Mandatory Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.

Appears in 1 contract

Samples: Registration Rights Agreement (Pattern Energy Group Inc.)

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Mandatory Registration Rights. At any time after the expiration of the restrictions set forth in Section 3 of the Underwriting Agreement (the "Underwriting Agreement"), dated May 25, 2011, by and among Lone Pine and the Underwriters party thereto (the "Lock-up Expiration Date"), Forest may demand that Lone Pine (a) file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Lone Pine providing for the resale by Forest of all or a portion of the Registrable Shares in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the "Mandatory Registration Statement"); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a "Mandatory Canadian Shelf Prospectus") qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If Lone Pine has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, Lone Pine shall promptly give notice of such eligibility to Forest and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Forest notifies Lone Pine within 10 Business Days of receipt of the Lone Pine notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case Lone Pine will delay the conversion of the Mandatory Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.

Appears in 1 contract

Samples: Registration Rights Agreement (Lone Pine Resources Inc.)

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