in this Agreement shall have the same meanings given to such terms in
the Asset Purchase Agreement.
1.2
Shelf Registration.
(A)
FILING AND REGISTRATION PERIOD.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, ON OR BEFORE THE TENTH (10TH) BUSINESS DAY
FOLLOWING THE CLOSING, QUIXOTE SHALL PREPARE AND FILE WITH THE SEC A SHELF
REGISTRATION STATEMENT ON FORM S-3 (OR, IF QUIXOTE FAILS TO QUALIFY FOR A FORM
S-3, SUCH OTHER FORM AS IT WOULD THEN QUALIFY FOR) PROVIDING FOR THE
REGISTRATION OF, AND THE SALE ON A CONTINUOUS OR DELAYED BASIS BY THE HOLDERS
OF, ALL OF THE THEN OUTSTANDING REGISTRABLE SECURITIES PURSUANT TO RULE 415.
QUIXOTE SHALL USE ITS REASONABLE GOOD FAITH EFFORTS TO HAVE SUCH SHELF
REGISTRATION STATEMENT DECLARED EFFECTIVE AS SOON AS PRACTICABLE AFTER ITS
FILING AND TO KEEP THE SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE
DURING THE PERIOD OF TIME COMMENCING ON THE DATE THE SHELF REGISTRATION
STATEMENT IS DECLARED EFFECTIVE UNDER THE 1933 ACT BY THE SEC (THE
"EFFECTIVENESS DATE") AND ENDING ON THE DATE THAT IS THREE YEARS AFTER THE
EFFECTIVENESS DATE OR SUCH EARLIER DATE WHEN THERE ARE NO MORE REGISTRABLE
SECURITIES (SUCH PERIOD OF TIME BEING HEREINAFTER CALLED THE "REGISTRATION
PERIOD").
QUIXOTE SHALL HAVE NO DUTY OR OBLIGATION TO KEEP THE SHELF
REGISTRATION STATEMENT (OR ANY SUBSEQUENT REGISTRATION STATEMENT, AS DEFINED
BELOW) EFFECTIVE AFTER THE EXPIRATION OF THE REGISTRATION PERIOD. AT THE TIME
THE SHELF REGISTRATION STATEMENT
3
IS INITIALLY DECLARED EFFECTIVE, EACH HOLDER THAT WAS A HOLDER AS OF TEN (10)
BUSINESS DAYS PRIOR TO THE EFFECTIVENESS DATE SHALL BE NAMED AS A SELLING
SECURITYHOLDER IN THE SHELF REGISTRATION STATEMENT AND THE RELATED PROSPECTUS IN
SUCH A MANNER AS TO COMPLY WITH ITEM 507 OF REGULATION S-K AND ANY OTHER
DISCLOSURE LAWS OR REGULATIONS APPLICABLE TO SELLING SECURITYHOLDERS UNDER THE
SECURITIES ACT.
(b)
Subsequent Registration.
Following the initial filing and
effectiveness of the Shelf Registration Statement, if the Shelf Registration
Statement or a Subsequent Registration Statement (as defined below) thereafter
ceases to be effective for any reason at any time during the Registration
Period, then Quixote shall use its best efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall,
within thirty (30) days of such cessation of effectiveness, file an amendment to
the Shelf Registration Statement seeking to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional "shelf" registration
statement pursuant to Rule 415 covering all of the then outstanding Registrable
Securities (a "Subsequent Registration Statement").
If a Subsequent
Registration Statement is filed, Quixote shall use its best efforts to cause the
Subsequent Registration Statement to be declared effective as soon as
practicable after such filing and to keep such registration statement
continuously effective until the end of the Registration Period.
(c)
Supplements and Amendments. Subject to Section 1.2(e), Quixote
further agrees to, after the Effectiveness Date, supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the