Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”).
Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date of this Agreement (but in no event later than the date that is 210 days after the Closing Date, except as set forth in Section 2(b)(iii) hereof) a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a "Shelf Registration Statement"). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares.
Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC a Registration Statement on such form under the Securities Act then available to the Company 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"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company shall cause the Mandatory Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (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) 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 earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated and
Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date of this Agreement (but in no event later than April 30, 2013) a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable but in any event, subject to Section 2(b)(iii) below, within one hundred eighty (180) days after the initial filing thereof. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares.
Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the Commission no later than 240 days from the date hereof a Shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, 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 Shelf Registration Statement”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares.
Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to use its best efforts to file with the SEC promptly following the earlier to occur of (i) June 8, 2007, or (ii) nine (9) months after completion of the IPO, a Shelf Registration Statement on Form N-2 or such other form under the Securities Act then available to the Company providing for the resale, pursuant to Rule 415, from time to time by the Holders of any and all Registrable Securities (including for the avoidance of doubt any Additional Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement, 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 "Shelf Registration Statement"). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable but in any event on or prior to the 75th day following such filing. Any Shelf Registration Statement shall provide for the resale, from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents or a sale over the internet) by the Holders, of any and all Registrable Securities.
Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than 15 days following the Closing Date, a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares consisting of (i) Common Shares and all Additional Shares in respect thereof (in each case including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (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 Shelf Registration Statement”).
Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the Closing Date (but in no event later than May 14, 2020) a shelf Registration Statement on Form S-11, or such other form under the Securities Act then available to the Company, providing for the resale of any Registrable Shares pursuant to Rule 415, from time to time, by the Holders (a “Shelf Registration Statement”). Subject to Section 2(b)(iii) hereof, the Company agrees to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof (but, subject to Section 2(b)(iii), in no event later than September 30, 2020) and to cause the Common Stock to be listed on a National Securities Exchange concurrently with the effectiveness of the Shelf Registration Statement. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) by the Holders of any and all Registrable Shares.
Mandatory Shelf Registration. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(c) hereof,, the Company shall file with the SEC a Shelf Registration Statement (the “Mandatory Shelf Registration”) with respect to all then Registrable Common Stock, except for any Registrable Common Stock held by the Manager, the Deferred Compensation Plan or their respective direct or indirect transferees (the “Shelf Holders”). The Company shall use its reasonable best efforts to (i) cause such Mandatory Shelf Registration to be declared effective by the SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, until the earliest to occur of (i) the date on which all Registrable Common Stock included in such Mandatory Shelf Registration has been disposed of in accordance with such Mandatory Shelf Registration Statement (or a Piggyback Registration as described in Section 2(e) hereof), or (ii) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act.
Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the date of this Agreement (but in no event later than November 1, 2015) a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing thereof and to cause its Common Stock, including the Registrable Shares, to be listed on a National Securities Exchange concurrently with the effectiveness of the Shelf Registration Statement. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) by the Holders of any and all Registrable Shares.
