Common use of New Shelf Registration Statement Clause in Contracts

New Shelf Registration Statement. If at any time during the Term of this Agreement, any portion of the Registrable Securities cease to be registered for resale under an effective registration statement or are not included for registration under the Initial Form S-1, the Company, upon receipt of a written request from a Holder, shall file a “shelf” registration statement (a “Shelf Registration Statement”) with the SEC on an appropriate form providing for the registration and sale, on a delayed or continuous basis, pursuant to Rule 415 (or any similar provision that may be adopted by the SEC) under the Securities Act by the Holders of any Registrable Securities not covered by an effective registration statement or not included for registration under the Initial Form S-1. The Shelf Registration Statement shall be filed (i) within ninety (90) days following the Company’s receipt of such H▇▇▇▇▇’s written request if the Company is eligible to use Form S-3 or if the Company is eligible to incorporate by reference pursuant to Instruction VII of Form S-1 or (ii) in all other cases, within one hundred and twenty (120) days following the Company’s receipt of such Holder’s written request. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing thereof with the SEC but in any event (x) no later than sixty (60) days following the filing of a Shelf Registration Statement, to the extent that the Shelf Registration Statement is subject to a “No Review” by the SEC or (y) one hundred and eighty (180) days following the filing of a Shelf Registration Statement if the Shelf Registration Statement is subject to review by the SEC, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold, transferred (other than to Permitted Transferees) or no longer constitute Registrable Securities. The Shelf Registration Statement filed pursuant to this Section 2.1(b), may include other securities being sold for the benefit of the Company or for the benefit of other stockholders to whom registration rights have been or may be granted (collectively, “Other Shares”). The Company in its reasonable discretion may condition the inclusion of Registrable Securities in a registration statement under this Section 2.1(b) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such registration statement).