Common use of Mandatory Registration Statement Clause in Contracts

Mandatory Registration Statement. In the event that Purchaser determines to issue shares of its Common Stock as part of the Upfront Payment, Purchaser agrees to file with the Securities and Exchange Commission as soon as reasonably practicable, but in no event later than one (1) Business Day following the Closing, an automatic shelf registration statement on Form S-3ASR with respect to at least the number of shares of Purchaser Common Stock to be issued on the Closing Date (including the prospectus, 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 such registration statement, the “Mandatory Registration Statement”). Notwithstanding anything herein to the contrary, Purchaser may not issue shares of Purchaser Common Stock in respect of any Milestone Payment (x) to the extent that the aggregate number of shares of Purchaser Common Stock issued hereunder would exceed the number of shares of Purchaser Common Stock covered by the Mandatory Registration Statement unless, prior to the date of such issuance, Purchaser (i) amends such Mandatory Registration Statement to include all such shares of Purchaser Common Stock or (ii) files a shelf registration on Form S-3 (or such other form under the Securities Act then available to Purchaser providing for the resale pursuant to Rule 415 from time to time by the holders of any and all registrable shares), which amendment or registration statement has either been declared effective by the SEC prior the date of such issuance or become effective automatically as a result of Purchaser’s status as a WKSI or (y) unless such shares have been approved for listed on the Qualified Stock Exchange, subject only to official notice of issuance.

Mandatory Registration Statement. In (a) As promptly as possible after the Closing Date, and in any event that Purchaser determines on or prior to issue shares of its Common Stock as part of May 12, 2005 (the Upfront Payment"MANDATORY FILING DATE"), Purchaser agrees to the Company shall prepare and file with the SEC a Registration Statement on Form S-1 or, if eligible, on Form S-3 for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and Exchange Commission for the account of, each Investor as an initial selling stockholder thereunder (the "MANDATORY REGISTRATION STATEMENT"), which the Investors acknowledge may also register 300,000 shares (including any shares of capital stock that may be issued in respect thereof pursuant to a stock split, stock dividend, recombination, reclassification or the like) of Common Stock to be issued to DirecTV Group pursuant to the Company's agreement to acquire a 50% interest in Hughes Network Systems, LLC. The Mandatory Registration Statemexx xxxll conform in form and substance to all applicable instructions for the relevant registration form and with all applicable SEC regulations. The Mandatory Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of their Registrable Shares. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as reasonably practicable, practicable after the date of such filing but in no any event later than on or prior to June 30, 2005 (the "MANDATORY EFFECTIVE DATE") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be "reviewed" or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "ACCELERATION REQUEST"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day following Day) after the Closing, Company's submission of an automatic shelf registration statement on Form S-3ASR with respect Acceleration Request to at least the number of shares of Purchaser Common Stock SEC. The Company shall be required to be issued on keep the Closing Date Mandatory Registration Statement continuously effective (including through the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and filing of any required post-effective amendments) until the earliest to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been sold, (ii) the third (3rd) anniversary of the Closing Date and (iii) the date on which each Investor may sell all exhibits thereto and all material incorporated Registrable Shares then held by reference or deemed to such Investor without restriction under Rule 144(k) of the Securities Act; provided, that in any case such date shall be incorporated extended by reference, if any, in such registration statementthe amount of time of any Suspension Period (as defined below) (the "EFFECTIVENESS PERIOD"). Thereafter, the “Mandatory Registration Statement”). Notwithstanding anything herein Company shall be entitled to the contrary, Purchaser may not issue shares of Purchaser Common Stock in respect of any Milestone Payment (x) to the extent that the aggregate number of shares of Purchaser Common Stock issued hereunder would exceed the number of shares of Purchaser Common Stock covered by withdraw the Mandatory Registration Statement unlessand, prior upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the date of such issuance, Purchaser (i) amends such Mandatory Registration Statement to include all such shares of Purchaser Common Stock or (ii) files a shelf registration on Form S-3 (or such other form under the Securities Act then available to Purchaser providing for the resale pursuant to Rule 415 from time to time by the holders of any and all registrable sharesprospectus relating thereto), which amendment or registration statement has either been declared effective by the SEC prior the date of such issuance or become effective automatically as a result of Purchaser’s status as a WKSI or (y) unless such shares have been approved for listed on the Qualified Stock Exchange, subject only to official notice of issuance.

Mandatory Registration Statement. In (a) As promptly as possible after the Closing Date, and in any event that Purchaser determines prior to issue shares the earlier of (1) the 10th calendar day following the date the Company files its Common Stock as part of Annual Report on Form 10-K for the Upfront Paymentfiscal year ended September 30, Purchaser agrees to 2006 and (2) January 15, 2007 (the “Mandatory Filing Date”), the Company shall prepare and file with the Securities and Exchange Commission as soon as reasonably practicable, but in no event later than one (1) Business Day following the Closing, an automatic shelf registration statement SEC a Registration Statement on Form S-3ASR with respect to at least the number of shares of Purchaser Common Stock to be issued on the Closing Date (including the prospectus, 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 referenceS-1 or, if anyeligible, in such registration statementon Form S-3 for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the “Mandatory Registration Statement”). Notwithstanding anything herein The Mandatory Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the contrarySecurities Act, Purchaser may not issue shares any or all of Purchaser Common Stock in respect of any Milestone Payment (x) the Registrable Shares. The Company agrees to the extent that the aggregate number of shares of Purchaser Common Stock issued hereunder would exceed the number of shares of Purchaser Common Stock covered by use its commercially reasonable efforts to cause the Mandatory Registration Statement unlessto be declared effective as soon as possible but in no event later than the date that is 60 calendar days following the filing date of the Mandatory Registration Statement (or 90 calendar days following the filing date in the event the staff of the SEC decides to “review” the Mandatory Registration Statement) (the “Mandatory Effective Date”) (including filing with the SEC, prior within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such issuance, Purchaser request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company’s submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earliest to occur of (i) amends the date after which all of the Registrable Shares registered thereunder shall have been sold and (ii) the second (2nd) anniversary of the effective date of the Mandatory Registration Statement; provided, that in any case such date shall be extended by the amount of time of any Suspension Period (as defined below) (the “Effectiveness Period”). Notwithstanding the foregoing, in no event shall the Company be required to keep the Mandatory Registration Statement effective after the date on which the Investor may sell all Registrable Shares then held by the Investor without restriction under Rule 144(k) of the Securities Act. Thereafter, the Company shall be entitled to include all withdraw the Mandatory Registration Statement and, upon such shares withdrawal, the Investors shall have no further right to offer or sell any of Purchaser Common Stock or (ii) files a shelf registration on Form S-3 the Registrable Shares pursuant to the Mandatory Registration Statement (or such other form under the Securities Act then available to Purchaser providing for the resale pursuant to Rule 415 from time to time by the holders of any and all registrable sharesprospectus relating thereto), which amendment or registration statement has either been declared effective by the SEC prior the date of such issuance or become effective automatically as a result of Purchaser’s status as a WKSI or (y) unless such shares have been approved for listed on the Qualified Stock Exchange, subject only to official notice of issuance.