Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. (a) Holdings shall as soon as reasonably practicable, but in any event within thirty (30) days after the Share Acquisition Closing, file with the Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing). Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and once effective, Holdings shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law.

Shelf Registrations. (aIf one or more demands made pursuant to Section 3(a) Holdings shall as soon as reasonably practicablehereof are for a Shelf Registration, but in any event within thirty (30) days after the Share Acquisition Closing, file with the Commission a registration statement under the Securities Act period for which the Shelf Registration (a “Statement in connection with the first Shelf Registration Statement”) covering, subject requested pursuant to Section 3.3, 3(a) must remain effective need not extend beyond one (1) year from the public resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing). Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and once effective, Holdings shall cause date on which such Shelf Registration Statement to remain continuously initially was declared effective by the Commission and the period for such time period ending on the earliest of (i) the third anniversary of the initial effective date of such which any subsequent Shelf Registration Statement, Statement in connection with the subsequent Shelf Registration requested pursuant to Section 3(a) must remain effective need not extend beyond nine (ii9) months from the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to Section 9(b)) after the initial date of its effectiveness and prior to such first-year or nine-month, as the case may be, anniversary thereof). The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, and (iii) if required by the date as of which there are no longer any Registrable Securities covered rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement in existence. In order or by the Securities Act or by any other rules and regulations thereunder for any Holder shelf registration, and the Company agrees to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder furnish to deliver all information about such Holder that the Holders whose Registrable Common Stock is required to be included in such Shelf Registration Statement in accordance copies of any such supplement or amendment promptly after its being issued or filed with applicable lawthe Commission.

Shelf Registrations. (a) Holdings shall as soon as reasonably practicable, but in any event within thirty (30) days after the Share Acquisition ClosingClosing Date (as defined in the Business Combination Agreement), file with the Commission a registration statement under the Securities Act for the Shelf Registration shelf registration (a “Shelf Registration Statement”) covering, subject to Section 3.3, the public sale or resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing)) on a delayed or continuous basis. Holdings shall use its commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statement, and once effective, Holdings shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (i) the third anniversary of the initial effective date of such Shelf Registration Statement, (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iii) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law.

Shelf Registrations. (ai) Holdings The holders of a majority of the Investor Registrable Securities shall be entitled to request an unlimited number of Shelf Registrations from the Company in which the Company shall pay all Registration Expenses. The Company shall pay all Registration Expenses in connection with any registration initiated as soon as reasonably practicablea Shelf Registration whether or not it has become effective. Subject to the availability of required financial information, but in any event within thirty (30) 45 days after the Share Acquisition ClosingCompany receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of two (2) Business Days prior to such filing). Holdings The Company shall use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing of such Shelf Registration Statementfiling, and once effective, Holdings the Company shall (subject to Section 6 hereof) 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 (iA) the third anniversary of the initial effective date of filing of such Shelf Registration Statement, or (iiB) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and or (iiiC) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. In order for any Holder to be named as a selling security holder in such Shelf Registration Statement, Holdings may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law.