Common use of Compliance with the Securities Act Clause in Contracts

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and Prior to the Effective Time, the Company ---------------------------------- will shall deliver to Parent a list identifying all persons who might, in its opinion, be deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act (the "Affiliates"). The Company shall use its commercially reasonable best efforts to cause each executive officer, each director and each other Person person who is identified as an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, Affiliate to deliver to VIALOG Parent on or prior to the Merger Closing Effective Time a written agreement (agreement, in such form as may be agreed to by the "Registration Rights Agreement") to the effect parties, that such Person he will not offer to sell, sell or otherwise dispose of any of the shares of VIALOG Parent Common Stock issued pursuant to him in connection with the consummation of the TransactionsMerger, except, in each case, except pursuant to an effective registration statement or in compliance with Rule 144, 145 or in a transaction which, in pursuant to an exemption from the opinion registration requirements of legal counsel for such "affiliates" (such legal counsel the Securities Act. Parent shall be entitled to place appropriate legends on the certificates evidencing the Parent Common Stock to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance received by Affiliates pursuant to the legal counsel terms of VIALOGthis Agreement, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to issue appropriate stock transfer instructions to the contrary in transfer agent for Parent Common Stock, to the effect that the shares received or to be received by such Affiliate pursuant to this ----------- AgreementAgreement may only be sold, VIALOG will have no obligation under the Registration Rights Agreement transferred or otherwise conveyed, and the holder thereof may only reduce his interest in or risks relating to register such shares, pursuant to an effective registration statement under the Securities Act or any applicable state securities lawsin accordance with the provisions of paragraph (d) of Rule 145 or pursuant to an exemption from registration provided under the Securities Act. The foregoing restrictions on the transferability of Parent Common Stock shall apply to all purported sales, transfers and other conveyances of the shares received or otherwise to facilitate be received by such Affiliate pursuant to this Agreement and to all purported reductions in the transfer ofinterest in or risks relating to 37 44 such shares, whether or not such Affiliate has exchanged the certificates previously evidencing shares of VIALOG Stock received by any the Company's capital stock, into which such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreementshares were converted.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- ----------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger Asset Purchase and the Transactions become, an "affiliate" of VIALOG, and each the Principal Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Asset Purchase Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the ----------- contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and Prior to the Effective Time, the Company ---------------------------------- will shall deliver to Parent a list identifying all persons who might, in its opinion, be deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act (the "Affiliates"). The Company shall use its commercially reasonable best efforts to cause each executive officer, each director and each other Person person who is identified as an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, Affiliate to deliver to VIALOG Parent on or prior to the Merger Closing Effective Time a written agreement (agreement, in such form as may be agreed to by the "Registration Rights Agreement") to the effect parties, that such Person he will not offer to sell, sell or otherwise dispose of any of the shares of VIALOG Parent Common Stock issued pursuant to him in connection with the consummation of the TransactionsMerger, except, in each case, except pursuant to an effective registration statement or in compliance with Rule 144, 145 or in a transaction which, in pursuant to an exemption from the opinion registration requirements of legal counsel for such "affiliates" (such legal counsel the Securities Act. Parent shall be entitled to place appropriate legends on the certificates evidencing the Parent Common Stock to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance received by Affiliates pursuant to the legal counsel terms of VIALOGthis Agreement, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to issue appropriate stock transfer instructions to the contrary in transfer agent for Parent Common Stock, to the effect that the shares received or to be received by such Affiliate pursuant to this ----------- AgreementAgreement may only be sold, VIALOG will have no obligation under the Registration Rights Agreement transferred or otherwise conveyed, and the holder thereof may only reduce his interest in or risks relating to register such shares, pursuant to an effective registration statement under the Securities Act or any applicable state securities lawsin accordance with the provisions of paragraph (d) of Rule 145 or pursuant to an exemption from registration provided under the Securities Act. The foregoing restrictions on the transferability of Parent Common Stock shall apply to all purported sales, transfers and other conveyances of the shares received or otherwise to facilitate be received by such Affiliate pursuant to this Agreement and to all purported reductions in the transfer ofinterest in or risks relating to such shares, whether or not such 45 Affiliate has exchanged the certificates previously evidencing shares of VIALOG Stock received by any the Company's capital stock, into which such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreementshares were converted.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the ----------- contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and the ---------------------------------- Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.