Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. At any time and from time to time on or after the First Stage Closing, the Buyer may deliver to the Company a written notice (a “Shelf Registration Notice”) requiring the Company to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all Registrable Securities by the Buyer. As promptly as practicable after receiving the Shelf Registration Notice, but in no event more than 45 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all requested Registrable Securities and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as promptly as practicable following delivery of the Shelf Registration Notice (if it is not an automatically effective Shelf Registration Statement). To the extent the Company is a WKSI at the time that the Shelf Registration Statement is to be filed, the Company shall file an automatic Shelf Registration Statement which covers such Registrable Securities. The Company agrees to use commercially reasonable efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. At any time and from time (i) Subject to time on or the availability of required financial information, as promptly as practicable after the First Stage ClosingCompany receives written notice of a request for a Shelf Registration, the Buyer may deliver to Company shall file with the Company Securities and Exchange Commission a written notice registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration NoticeStatement”) requiring ). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless SunEdison instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all Registrable Securities by the Buyer. As promptly as practicable after receiving the Shelf Registration Notice, but in no event more than 45 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all requested Registrable Securities and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as promptly as practicable following delivery held by or issuable to SunEdison or its Affiliates in accordance with the terms of the Shelf Registration Notice Exchange Agreement (if it is not an automatically effective Shelf Registration Statement). To the extent the Company is a WKSI at the time that the or such other number of Registrable Securities specified in writing by SunEdison or its Affiliates) to enable such Shelf Registration Statement is to be filed, the Company shall file an automatic Shelf Registration Statement which covers such Registrable Securities. The Company agrees to use commercially reasonable efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if Securities and Exchange Commission as soon as practicable after the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale expiration of the Registrable Securities, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Holdback Period”).

Shelf Registrations. At any time and from time to time on or after the First Stage Closing, the Buyer may deliver (i) Subject to the Company a written notice (a “Shelf Registration Notice”) requiring the Company to prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all Registrable Securities by the Buyer. As required financial information, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration Notice, but in no event more than 45 days following receipt of such noticeRegistration, the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement covering all requested Registrable to be declared effective under the Securities andAct as soon as practicable after filing, unless such Shelf Registration Statement shall become automatically and once effective, the Company shall use commercially its reasonable best efforts to cause the such Shelf Registration Statement to become or be declared remain continuously effective by for such time period as is specified in such request, but for no time period longer than the SEC for all period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered thereby as promptly as practicable following delivery of by such Shelf Registration have been sold pursuant to the Shelf Registration Notice Registration, and (if it is not an automatically effective C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statementin existence. Subject to Section 2(f)(i). To the extent the Company is a WKSI at the time that the Shelf Registration Statement is to be filed, the Company shall file an automatic Shelf Registration Statement which covers such Registrable Securities. The Company agrees be deemed not to use commercially have used its reasonable best efforts to keep the Shelf Registration Statement (continuously effective for such time period if the Company voluntarily takes any action or a successor Registration Statement filed with respect omits to take any action that would result in Holders of the Registrable Securities) continuously effective (including by filing a new Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securitiesduring such period, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)unless such action or omission is required by applicable laws.

Shelf Registrations. At any time and from time to time on or after the First Stage Closing, the Buyer may deliver (1) Subject to the Company a written notice (a “Shelf Registration Notice”) requiring the Company to prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all Registrable Securities by the Buyer. As required financial information, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration Notice, but in no event more than 45 days following receipt of such noticeRegistration, the Company shall file with the SEC a registration statement under the Securities Act for the Shelf Registration Statement covering all requested Registrable Securities and, unless such (a “Shelf Registration Statement shall become automatically Statement”). Once effective, the Company shall use commercially reasonable efforts to cause the such Shelf Registration Statement to become or be declared remain continuously effective for such time period as is specified in such request but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the SEC for Shelf Registration, (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence and (C) the date on which such Shelf Registration Statement expires, provided that the Company shall renew such Shelf Registration Statement upon such expiration. Without limiting the generality of the foregoing, unless Taminco Holdings instructs the Company otherwise in writing, prior to expiration of the lock-up period in connection with its Initial Public Offering, the Company shall use its best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities covered thereby held by Taminco Holdings (or such other number of Registrable Securities specified in writing by Taminco Holdings) to enable such Shelf Registration Statement to be filed with the SEC as promptly as practicable following delivery after the expiration of the Shelf Registration Notice (if it is not an automatically effective Shelf Registration Statement). To the extent the Company is a WKSI at the time that the Shelf Registration Statement is to be filed, the Company shall file an automatic Shelf Registration Statement which covers such Registrable Securities. The Company agrees to use commercially reasonable efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)lock-up period.