Common use of Shelf Registration Statements Clause in Contracts

Shelf Registration Statements. (a) Initial and Draw-Down Shelf Registration Statements. (1) The Company shall file the Initial Shelf Registration Statement with the SEC not later than 180 days following the Initial Closing Date and shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Initial Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of the Initial Shelf Registration Statement. (2) The Company shall file a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of the Initial Shelf Registration Statement, and shall use its reasonable best efforts to cause such Draw-Down Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of such Draw-Down Shelf Registration Statement and that have not been registered pursuant to any previous Registration Statement (collectively, the "Draw-Down Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of each Draw-Down Shelf Registration Statement. (b) Top-up Shelf Registration Statements.

Shelf Registration Statements. (ai) Initial and Draw-Down At the time a Shelf Registration Statements. Statement pursuant to Section 2.1(a) or Section 2.1(b) is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (110) The Business Days prior to such time of effectiveness shall be named as a Selling Holder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Initial Shelf Registration Statement with not less frequently than once a quarter as necessary to name as Selling Holders therein any Holders that provide to the SEC not later than 180 days following the Initial Closing Date Company a duly completed and executed Notice and Questionnaire and shall use its commercially reasonable best efforts to cause the Initial any post-effective amendment to such Shelf Registration Statement filed for such purpose to be declared effective by the SEC Commission as soon promptly as reasonably practicable thereafter. The Initial after the filing thereof. (ii) Any Holder included in an effective Shelf Registration Statement shall register the as a Selling Holder may initiate an offering or sale (a “Shelf Take-Down”) of the Registrable Securities that are outstanding immediately prior to the filing date all or part of the Initial such Holder’s Ordinary Shares registered under such Shelf Registration Statement (collectivelythe “Requested Shares”), in which case the provisions of this Section 2.1(d) shall apply. (iii) Following such time as the Company has filed and had declared effective a Shelf Registration Statement on Form S-3, a Holder or Holders holding Registrable Securities may elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”) that a Shelf Take-Down be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the "Initial Company shall file and effect an amendment or supplement to its Shelf Registrable Securities"Registration Statement for such purpose as soon as practicable; provided, however, the expected gross proceeds to be received by the initiating Holder or Holders (after deduction for underwriter’s discounts and expenses related to the issuance) must be equal to or greater than $30.0 million in the aggregate. Such initiating Holder or Holders shall indicate in such Underwritten Shelf Take-Down Notice whether it or they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than five days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Holders and shall permit the participation of all such Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate (but in any event no later than three days prior to the expected date of such Marketed Underwritten Shelf Take-Down). The provisions of Section 2.1(d) shall apply with respect to the rights of the Holders to participate in any Underwritten Shelf Take-Down (it being understood that the Company shall not be obligated to commence such Marketed Underwritten Shelf Take-Down until promptly notify following the applicable Holders expiration of such five-day period). Notwithstanding the foregoing, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten Shelf Take-Down (i) within one hundred and eighty (180) days following the last date on which any previous Underwritten Offering was effected, (ii) during any lock-up period required by the Underwriters in any prior Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and time of declaration of effectiveness of the Initial Shelf Registration Statement. ending on a date ninety (290) The Company shall file a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of, a registration statement with respect to an Underwritten Offering by the Company. (iv) The Holders of a majority of the Initial Shelf Registration Statement, and Requested Shares shall use its reasonable best efforts select the Underwriter or Underwriters to cause serve as book-running manager or managers in connection with any such Draw-Down Shelf Registration Statement to offering; provided that such managing Underwriter or Underwriters must be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior satisfactory to the filing date of such Draw-Down Shelf Registration Statement and that have not been registered pursuant to any previous Registration Statement (collectively, the "Draw-Down Shelf Registrable Securities")Company. The Company shall promptly notify may select any additional investment banks and managers to be used in connection with the applicable offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the date and time Requested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of declaration their respective pro rata portion of effectiveness of each Draw-Down Shelf Registration Statementtheir respective Registrable Securities in the manner described in Section 2.3(a). (bv) TopIn no event shall the Company be obligated to consummate an Underwritten Shelf Take-up Down more than once in any one hundred and eighty (180) day period or within ninety (90) days of any previous Underwritten Offering. (vi) All determinations as to whether to complete any distribution pursuant to an Underwritten Shelf Registration StatementsTake-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Shelf Take-Down”) and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the applicable Holder or Holders.

Shelf Registration Statements. (a) Initial If the Company at any time after the date hereof is permitted to register securities under the Securities Act on Form S-3 or any similar or successor short form registration statement, then upon the request of any of the Holders of Registrable Securities, the Company will cause to be filed and Draw-Down Shelf Registration Statements. (1) The Company shall file the Initial Shelf Registration Statement with the SEC not later than 180 days following the Initial Closing Date and shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be have declared effective by the SEC as soon as reasonably practicable thereafter. The Initial , one or more shelf registration statements pursuant to Rule 415 under the Securities Act (each a “Shelf Registration Statement,” and collectively, the “Shelf Registration Statements”) covering the Registrable Securities that names NWA, Boeing, the Security Trustee and any other applicable Holders as selling shareholders of such Registrable Securities; provided, however, the Company shall not be obligated to file a Shelf Registration Statement or an amendment to a Shelf Registration Statement previously filed that registers less than 1,000,000 Registrable Securities (the “Minimum Number”) unless at such time all Holders collectively hold a number of Registrable Securities that is less than such Minimum Number and in any such case such Shelf Registration Statement shall register the offering number of the Registrable Securities that are outstanding immediately prior to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of the Initial Shelf Registration Statement. (2) The Company shall file a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of the Initial Shelf Registration Statement, and shall use its reasonable best efforts to cause then held by such Draw-Down Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of such Draw-Down Shelf Registration Statement and that have not been registered pursuant to any previous Registration Statement (collectively, the "Draw-Down Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of each Draw-Down Shelf Registration StatementHolders. (b) Top-up Each Shelf Registration StatementsStatement will be on the appropriate form and will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities for resale by any Holder in the manner designated by it. In the event any Holder holds Registrable Securities not covered by a Shelf Registration Statement, at the request of such Holder, the Company will amend the Shelf Registration Statement to include such additional Registrable Securities and use commercially reasonable efforts to have such amended Shelf Registration Statement declared effective as soon as reasonably practicable. Each Shelf Registration Statement filed after the filing of the first Shelf Registration Statement filed pursuant to Section 2.1(a) of this Agreement will, to the extent allowed under the Securities Act, constitute a post-effective amendment to such previously filed Shelf Registration Statement under Rule 429 under the Securities Act.

Shelf Registration Statements. (a) Initial and Draw-Down Shelf Registration Statements. (1) The Company shall file the Initial Shelf Registration Statement with the SEC not later than (x) 180 days following the Initial Closing Date or (y) such later date as the Initial Purchaser shall designate in a written notice to the Company delivered not later than 150 days following the Initial Closing Date and from time to time thereafter in written notices to the Company delivered not later than 30 days before the filing date of the Initial Shelf Registration Statement designated in any such notice by the Initial Purchaser. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafterafter the filing date of the Initial Shelf Registration Statement. The Initial Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of the Initial Shelf Registration Statement. (2) The Company shall file a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of the Initial Shelf Registration Statement, and shall use its reasonable best efforts to cause such Draw-Down Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of such Draw-Down Shelf Registration Statement and that have not been registered pursuant to any previous Registration Statement (collectively, the "Draw-Down Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of each Draw-Down Shelf Registration Statement. (b) Top-up Shelf Registration Statements. (1) On or before March 31 of each year, beginning on March 31, 2003, the Company shall file a Top-up Shelf Registration Statement with the SEC registering the offering of all Top-up Shelf Registrable Securities that are outstanding immediately prior to such filing date and that have not been registered pursuant to any previous Registration Statement, and shall use its reasonable best efforts to cause such Top-up Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of each Top-up Shelf Registration Statement. (2) The holders of a majority of the then outstanding Top-up Shelf Registrable Securities that have not been registered pursuant to any previous Registration Statement shall have the right to make one request, in writing, at any date beginning after January 1, 2002, for the Company to file a Top-up Shelf Registration Statement with the SEC registering the offering of some or all of the then outstanding Top-up Shelf Registrable Securities that have not been registered pursuant to any previous Registration Statement. The Company shall file such Top-up Shelf Registration Statement with the SEC not later than 30 Business Days following its receipt of such request and shall use its reasonable best efforts to cause such Top-up Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Within ten Business Days following receipt of such request, the Company shall give written notice to each Holder of such Top-up Shelf Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such Top-up Shelf Registration Statement and advising such Holder of its right to have any or all of such Top-up Shelf Registrable Securities then held by such Holder included among the securities to be covered thereby. At the written request of any such Holder given to the Company within 15 Business Days after such Holder's receipt of written notice from the Company, the Company shall include among the securities covered by such registration statement the number of such Top-up Shelf Registrable Securities which such Holder shall have requested be so included.

Shelf Registration Statements. (a) Initial Crestview Investor will have the right, for so long as the Company is eligible to use Form S-3, to demand that the Company prepare and Draw-Down file a Shelf Registration StatementsStatement, and the Company will use its commercially reasonable efforts to cause it to be declared effective by the date that is eighteen (18) months from the Closing (the “Crestview Lockup Expiration Date”) providing for the registration for resale of all of Crestview Investor’s shares of Class A Common Stock, and shares received by Crestview Investor upon exercise of the Class A Warrants or conversion of Class B Common Stock received upon exercise of Class B Warrants, in each case purchased pursuant to the Investment Agreement or otherwise acquired in compliance with the terms and conditions of the Investment Agreement, this Agreement and the Stockholders’ Agreement, and, solely in the event that all Crestview Registrable Securities are beneficially owned by Persons other than (a) Crestview Investor and its Affiliates (without regard to any permitted transferees under Section 6.1 hereof, other than Affiliates of Crestview Investor) or (b) Follow-on Investors, not otherwise transferable under Rule 144 without the requirement to comply with the volume or manner of sale restrictions under such rule (collectively, “Crestview Registrable Securities”), and the Company will keep such registration statement (the “Crestview Shelf Resale Registration”) continuously effective until the earliest of (i) the date that all Crestview Registrable Securities registered thereunder have been sold pursuant to such Crestview Shelf Resale Registration, (ii) the date that all such Crestview Registrable Securities may be sold under Rule 144 without the volume or manner of sale restrictions under such rule and without the requirement for the Company to be in compliance with the current public information required under Rule 144, solely in the event that all such Crestview Registrable Securities are beneficially owned by Persons other than (a) Crestview Investor and its Affiliates (without regard to any permitted transferees under Section 6.1 hereof, other than Affiliates of Crestview Investor) or (b) a Follow-on Investor, (iii) the date that the Company ceases to be Form S-3 eligible, in which event the Company will use its commercially reasonable efforts to file a Crestview Shelf Resale Registration on Form S-1 or any other applicable form on which it is then eligible for such resales with the SEC as promptly as practicable after the Company ceased to be Form S-3 eligible for such resales, and (iv) the third (3rd) anniversary of the effective date of such Crestview Shelf Resale Registration (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption); provided, however, that such third (3rd) anniversary shall be at least three years after the Crestview Lockup Expiration Date (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption). Notwithstanding the foregoing, Crestview Investor shall not be permitted to sell, pursuant to the Crestview Shelf Resale Registration and during any six-month period from and after the effectiveness of the Crestview Shelf Resale Registration, shares in an amount that represents more than one-half (1/2) of the aggregate amount of the Crestview Registrable Securities that it received at the Closing (but, for the avoidance of doubt, Crestview Investor will be permitted to sell during such six-month period by means other than pursuant to the Crestview Shelf Resale Registration so long as Crestview Investor is in compliance with the Stockholders’ Agreement). Upon the written request of Crestview Investor, the Company will file and seek effectiveness of a post-effective amendment to the Crestview Shelf Resale Registration to register additional Crestview Registrable Securities to the extent that they were not included in the Crestview Shelf Resale Registration Statement at the time it was declared effective by the SEC. (1b) The Company shall file the Initial has filed a Shelf Registration Statement (File No. 333-176294), providing for the resale of the Syndicate Registrable Securities (the “Syndicate Shelf Resale Registration” and, together with the Crestview Shelf Resale Registration, the “Shelf Resale Registrations”), and will use commercially reasonable efforts to amend the Syndicate Shelf Resale Registration with respect to all Investors who had executed and delivered a definitive UBS Securities Purchase Agreement and provided the requisite selling securityholder information on or before the date of Closing, and (y) cause the Syndicate Shelf Resale Registration to be declared effective by the SEC within five (5) Business Days of the Closing. The Company will keep the Syndicate Shelf Resale Registration continuously effective until the earliest of (i) the date that all Syndicate Registrable Securities registered thereunder have been sold pursuant to such Syndicate Shelf Resale Registration, (ii) the date that all such Syndicate Registrable Securities may be sold under Rule 144 without the volume or manner of sale restrictions under such rule (assuming for such purpose that the Company is not in compliance with the current public information requirements of Rule 144), solely in the event that all Syndicate Registrable Securities are beneficially owned by Persons other than (a) Persons that are Investors as of the date hereof (without regard to any permitted transferees under Section 6.1 hereof) or (b) Follow-on Investors, (iii) the date that the Company ceases to be Form S-3 eligible for such resales, in which event the Company will use its commercially reasonable efforts to file a Syndicate Shelf Resale Registration on Form S-1 or any other applicable form on which it is then eligible for such resales with the SEC as promptly as practicable after the Company ceased to be Form S-3 eligible for such resales, and (iv) the third (3rd) anniversary of the effective date of such Syndicate Shelf Resale Registration (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption). (c) The Investors who hold Registrable Securities each shall be entitled, at any time and from time to time when the applicable Shelf Resale Registration is effective, to sell such Registrable Securities pursuant to such Shelf Resale Registration (each, a “Shelf Takedown”). The resale of Registrable Securities pursuant to a Shelf Resale Registration may, from time to time (without limitation as to the number of times) from and after the date such Shelf Resale Registration is declared effective by the SEC, be an underwritten offering upon the written request of one or more Investors beneficially owning at least ten percent (10%) of the outstanding Company Common Stock or anticipating a minimum of $50 million in aggregate gross proceeds from such offering. If any Investor wishes to request that a Shelf Takedown be an underwritten Shelf Takedown, then, prior to making such request, such Investor will provide five (5) Business Days’ notice to the Company and the Company will promptly notify each other Investor of such initiating Investor’s intent and each other Investor shall be permitted, upon delivery of a written notice to the Company prior to the expiration of such five (5) Business Day period, to have its Registrable Securities included in such request for an underwritten Shelf Takedown. In the event that any Person(s) so requests such an underwritten offering, then (i) the other Investors shall have the right to exercise piggyback registration rights with respect to such offering, subject to Section 2.1(f), and (ii) the provisions of Section 3.1(b) shall apply thereto. In the event, and to the extent, that an Investor requests to participate in an underwritten Shelf Takedown and the Registration Statement pursuant to which the underwritten Shelf Takedown will be effected does not later already include Registrable Securities held by such requesting Investor, and such Registrable Securities may not otherwise be included in the underwritten Shelf Takedown pursuant to the rules and regulations of the SEC, then the Company and such Investor will cooperate and use all commercially reasonable efforts to amend the Registration Statement, to the extent permitted by the rules and regulations of the SEC, in order to include such Investor, and the securities it proposes to sell, in the Shelf Takedown, as selling securityholder thereunder. Each Investor, if applicable, shall use its commercially reasonable efforts to cooperate in taking any customary actions necessary or appropriate, including providing such information to the Company as is reasonably requested, to permit any such Investor to exercise its piggyback registration rights in such circumstances. (d) If a Shelf Resale Registration ceases to be effective for any reason at any time (other than 180 days following (i) because all securities included within the Initial Closing Date and Shelf Resale Registration have been sold or have ceased to be Registrable Securities or (ii) after the third (3rd) anniversary of the date that the Shelf Resale Registration is declared effective by the SEC (or, in the case of Crestview Investor, the third (3rd) anniversary of the Crestview Lockup Expiration Date, if later) (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption)), the Company shall use its reasonable best efforts to cause obtain the Initial prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall use commercially reasonable efforts to amend the Shelf Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Initial and in no event later than forty five (45) days of such cessation of effectiveness in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement shall register pursuant to Rule 415 promulgated under the offering Securities Act (or any successor thereto) covering all of the Registrable Securities that are outstanding immediately prior included in the Shelf Resale Registration (in which case the provisions of Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) shall apply to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of the Initial such subsequent or additional Shelf Registration Statement). (2e) The Company shall file In any underwritten Shelf Takedown, the Investors holding a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of the Initial Shelf Registration Statement, and shall use its reasonable best efforts to cause such Draw-Down Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering majority of the Registrable Securities (on an as-exercised basis) requested to be included in such Shelf Takedown, shall have the right to select the managing underwriter, provided that are outstanding immediately prior such managing underwriter shall be reasonably acceptable to the filing date of Company. If the managing underwriters advise any Person requesting such Draw-Down Shelf Registration Statement Takedown and that have not been registered pursuant to any previous Registration Statement (collectivelythe Company that, in their opinion, the "Draw-Down Shelf number of securities requested to be included in such underwritten offering exceeds the amount that can be sold in such underwritten offering without adversely affecting the distribution (including the timing and/or price at which the Registrable Securities")Securities can be sold) of the securities being offered, such underwritten offering will include only the number of securities that the underwriters advise in their reasonable good faith judgment can be sold in such underwritten offering without having an adverse effect on the distribution (including the timing and/or price at which the Registrable Securities can be sold) of the securities being offered. The Company shall promptly notify will include in such underwritten offering pursuant to the applicable Holders Shelf Resale Registration, to the extent of the date number of securities which such Investors requesting such Shelf Takedown and time the Company are so advised can be sold in such underwritten offering, (i) first, during the Applicable Period, securities proposed to be sold by the BofA Investors; (ii) second, securities proposed to be sold by the Investors initiating the Shelf Takedown, pro rata, on the basis of declaration the number of effectiveness Registrable Securities requested to be included (on an as-exercised basis); (iii) third, any Existing Registrable Securities as to which piggyback rights have been exercised by any holders thereof, pro rata on the basis of each Draw-Down Shelf Registration Statementthe number of such securities requested to be included; (iv) fourth, any other securities as to which piggyback rights have been exercised by any holders of Company securities, pro rata on the basis of the number of securities requested to be included, and (v) fifth, any other securities of the Company that the Company has agreed to include, pro rata on the basis of the number of securities requested to be included. (b) Top-up Shelf Registration Statements.

Shelf Registration Statements. (a) Initial and Draw-Down Shelf Registration Statements. (1) The Within 120 days following the date hereof, the Company shall file the Initial Shelf Registration Statement with the SEC not later than 180 days following the Initial Closing Date Commission and shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by within 180 days from the SEC as soon as reasonably practicable thereafter. The Initial date hereof, Shelf Registration Statement shall register No. 1, relating to the offering offer and sale of 50% of the Registrable Securities that are outstanding immediately prior owned by the H▇▇▇▇▇ Trusts from time to time in accordance with the filing date methods of the Initial distribution elected by them and set forth in Shelf Registration Statement No. 1. (collectivelyb) Within 215 days following the date Shelf Registration Statement No. 1 is first declared effective by the Commission, the "Initial Company shall file with the Commission and shall use its best efforts to cause to be declared effective within 275 days following the effective date of Shelf Registration Statement N▇. ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇, relating to the offer and sale of the remaining 50% of the Registrable Securities owned by the H▇▇▇▇▇ Trusts from time to time in accordance with the methods of distribution elected by them and set forth in Shelf Registration Statement No. 2. (c) The Company will use its best efforts to keep each Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the H▇▇▇▇▇ Trusts for a period of three years from the date such Shelf Registration Statement is first declared effective by the Commission, or for such shorter period that will terminate when all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to thereto or cease to be outstanding or otherwise to be Registrable Securities"). The . (d) Whenever the Company shall promptly notify effect a Shelf Registration Statement pursuant to this Section 2.9, no other securities shall be included among the applicable Holders of the date and time of declaration of effectiveness of the Initial securities covered by such Shelf Registration Statement. (2e) The Company shall file a Draw-Down will pay the Registration Expenses in connection with any Shelf Registration Statement with pursuant to this Section 2.9. (f) At the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date discretion of the Initial Shelf Registration StatementPermal Group, and shall use its reasonable best efforts to cause such Draw-Down either Shelf Registration Statement to be declared effective may include Stock purchased by the SEC Specified Investors (as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register defined below); provided that the offering number of the Registrable Securities that are outstanding immediately prior to purchased by the filing Specified Investors after the date of such Draw-Down Shelf Registration Statement hereof shall not exceed 1,500,000 in the aggregate and that have not been registered pursuant to any previous Registration Statement (collectivelyno Registrable Securities may be purchased by the Specified Investors after September 30, 1996. For purposes hereof, the "Draw-Down Shelf Registrable Securities"). The Company Specified Investors" shall promptly notify the applicable Holders mean all of the date Investors except for the Permal Group, GECC and time of declaration of effectiveness of each Draw-Down Shelf Registration Statementthe H▇▇▇▇▇ Group. (b) Top-up Shelf Registration Statements.