Common use of Filing and Effectiveness of Stockholder Registration Statement Clause in Contracts

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects to pay the Merger Consideration in shares of Parent Common Stock, then Parent shall file a prospectus supplement to the Registration Statement pursuant to Rule 424(b) under the Securities Act covering the resale to the public by the Escrow Participants of all shares representing the Merger Consideration (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), with the SEC immediately following the Effective Time. Parent shall use its reasonable best efforts to assist the Escrow Participants in allowing sales of shares representing the Merger Consideration to occur pursuant to the Stockholder Registration Statement. Parent shall cause the Stockholder Registration Statement to remain available for use until such time as all of the Merger Consideration is eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions or such earlier time as all of the Merger Consideration covered by the Stockholder Registration Statement has been sold pursuant thereto. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the filing of the Stockholder Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Escrow Participants in connection with sales under the Stockholder Registration Statement, and (ii) the fees and expenses of any accountants or attorneys retained by the Escrow Participants.

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects to pay the Merger Consideration in shares of Parent Common Stock, then Parent shall use its reasonable commercial efforts to file a prospectus supplement to the Registration Statement pursuant to Rule 424(bregistration statement on Form S-3 (or other appropriate form if Form S-3 is not available) under the Securities Act covering the resale to the public by the Escrow Participants Stockholders of all shares representing the Merger Initial Consideration, the Executive Payments and the anticipated number of shares that would constitute the Earnout Consideration (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), ) with the SEC immediately on or prior to the twenty-first (21st) day following the Effective TimeClosing Date. Parent shall use its reasonable best commercial efforts to assist the Escrow Participants in allowing sales of shares representing the Merger Consideration to occur pursuant to cause the Stockholder Registration StatementStatement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable; provided that Parent shall not be required to make any filing with the SEC prior to the date that such filing otherwise would be due. Parent shall cause the Stockholder Registration Statement to remain available for use effective until such time as all the one year anniversary of the Merger Consideration is eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions Closing Date or such earlier time as all of the Merger Initial Consideration covered by the Stockholder Registration Statement has been sold pursuant thereto. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 Article IX, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the filing of the Stockholder Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Escrow Participants Stockholders in connection with sales under the Stockholder Registration Statement, and (ii) the fees and expenses of any accountants or attorneys counsel retained by the Escrow ParticipantsStockholders. If the actual number of shares issued in respect of the Initial Consideration, the Executive Payment and the Earnout Consideration exceed the number of shares registered under the Stockholder Registration Statement, Parent shall use its reasonable commercial efforts to file an amendment to the Stockholder Registration Statement on Form S-3 (or other appropriate form if Form S-3 is unavailable) or file a new Form S-3 (or other appropriate form if Form S-3 is unavailable) covering the resale to the public by the Stockholders of all such excess shares.

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects to pay the Merger Consideration in shares of Parent Common Stock, then Parent shall use its commercially reasonable efforts to file a prospectus supplement to the Registration Statement pursuant to Rule 424(b) (the “Prospectus Supplement”) under the Securities Act under Parent’s registration statement on Form S-3 (No. 333-147715) (the “Existing Shelf Registration Statement” and together with the Prospectus Supplement, the “Stockholder Registration Statement”) covering the resale to the public by the Escrow Participants Accredited Stockholders of all shares representing the Merger Equity Consideration (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), with the SEC immediately as soon as reasonably practicable, but in no event later than five (5) Business Days following the Effective TimeClosing Date. Parent shall use its commercially reasonable efforts to cause the Stockholder Registration Statement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable and use its reasonable best efforts to assist the Escrow Participants Accredited Stockholders in allowing sales of shares representing the Merger Equity Consideration to occur pursuant to the Stockholder Registration Statement; provided that Parent shall not be required to make any filing with the SEC prior to the date that such filing otherwise would be due. Parent shall cause the Stockholder Registration Statement to remain available for use until such time as all of the Merger Equity Consideration is eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions or such earlier time as all of the Merger Equity Consideration covered by the Stockholder Registration Statement has been sold pursuant thereto. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 ARTICLE VII, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the filing of the Stockholder Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Escrow Participants Accredited Stockholders in connection with sales under the Stockholder Registration Statement, and (ii) the fees and expenses of any accountants or attorneys retained by the Escrow ParticipantsAccredited Stockholders. In the event that a prospectus supplement to the Existing Shelf Registration Statement is unavailable for use or otherwise does not allow for the sale of shares representing the Equity Consideration thereunder, Parent shall as promptly as practicable but in any event within twenty (20) Business Days thereafter, (i) file a new registration statement on Form S-3 (or other appropriate form if Form S-3 is not available) covering the resale to the public by the Accredited Stockholders of all shares representing the Equity Consideration (which registration statement shall be deemed a “Stockholder Registration Statement” for all purposes hereunder) and (ii) make any other filings necessary to permit such registration statement on Form S-3 (or other appropriate form if Form S-3 is not available), including, without limitation, the Form 8-K due in connection with this Agreement, the Merger and the financial statements required to be filed in connection therewith; provided, that nothing herein shall require Parent to file any Annual Report on Form 10-K or Quarterly Report on Form 10-Q prior to the due date therefor. Without limitation of the foregoing, Parent will use commercially reasonable efforts to be declared effective by the SEC as soon as practicable and use its commercially reasonable efforts to assist the Accredited Stockholders in allowing sales of shares representing the Equity Consideration to occur pursuant to the Stockholder Registration Statement.

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects shall use its commercially reasonable efforts to pay the Merger Consideration in shares file a registration statement on Form S-3 (or other appropriate form if Form S-3 is not available) or prospective supplement to an existing registration statement of Parent Common Stock, then Parent shall file a prospectus supplement to the Registration Statement pursuant to Rule 424(b) under the Securities Act covering the resale to the public by the Escrow Participants Stockholders of all shares representing the Merger Stockholder Equity Consideration other than the Escrow Shares (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), ) with the SEC immediately within ten (10) business days following the Effective Timelater of (i) the Closing Date and (ii) the delivery to Parent of the Required Financial Information and any auditor consents of the Company or the Surviving Corporation necessary to file the Registration Statement. Parent shall use its commercially reasonable best efforts to assist the Escrow Participants in allowing sales of shares representing the Merger Consideration to occur pursuant to cause the Stockholder Registration StatementStatement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable; provided, that Parent shall not be required to make any filing with the SEC prior to the date that such filing otherwise would be due. Parent shall cause the Stockholder Registration Statement to remain available for use effective until such time as all the one year anniversary of the Merger Consideration is eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions Closing Date or such earlier time as all of the Merger Stockholder Equity Consideration covered by the Stockholder Registration Statement has been sold pursuant thereto. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 ARTICLE VIII, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the filing of the Stockholder Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Escrow Participants Stockholders in connection with sales under the Stockholder Registration Statement, and (ii) the fees and expenses of any accountants or attorneys counsel retained by the Escrow ParticipantsStockholders.

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects to pay the Merger Consideration in shares of Parent Common Stock, then Parent shall file use its reasonable best efforts to file, within five (5) Business Days after the Closing, either a registration statement on Form S-3 (or other appropriate form if Form S-3 is not available) or a prospectus supplement to the Registration Statement an effective registration statement pursuant to Rule 424(b) under the Securities Act covering the resale to the public by the Escrow Participants Stockholders of all shares representing the Merger Closing Consideration (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), ) with the SEC immediately following the Effective Timeas soon as practicable. Parent shall use its reasonable best efforts to cause the Stockholder Registration Statement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable and use its reasonable best efforts to assist the Escrow Participants Stockholders in allowing sales of shares representing the Merger Closing Consideration to occur pursuant to the Stockholder Registration Statement; provided that Parent shall not be required to make any filing with the SEC prior to the date that such filing otherwise would be due other than Parent’s Form 8-K containing the required financial statements of the Company and the pro-forma financial statements required in connection with the Merger (the “Form 8-K”). Parent will file the Form 8-K, including the required financial statements of the Company and the pro-forma financial statements required in connection with the Merger, within four (4) Business Days after the Closing, provided, however, Parent shall have no obligation to file the Form 8-K until Parent shall have received all required consents from the Company’s auditors. Parent shall cause the Stockholder Registration Statement to remain available for use until the earlier of (a) one (1) year after the later of the date such Stockholder Registration Statement is effective or the Closing Date and (b) such time as all of the Merger Consideration is eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions or such earlier time as all of the Merger Closing Consideration covered by the Stockholder Registration Statement has been sold pursuant thereto. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 9.1 including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the filing of the Stockholder Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Escrow Participants Stockholders in connection with sales under the Stockholder Registration Statement, and (ii) the fees and expenses of any accountants or attorneys retained by the Escrow ParticipantsStockholders other than fees and related disbursements of up to $10,000 for one counsel selected by a majority in interest of the Stockholders.

Filing and Effectiveness of Stockholder Registration Statement. In the event that Parent elects to pay the Merger Consideration in shares of Parent Common Stock, then The Parent shall use its commercially reasonable efforts to file either a registration statement on Form S-3 (or other appropriate form if Form S-3 is not available) or a prospectus supplement to the Registration Statement an effective registration statement pursuant to Rule 424(b) under the Securities Act covering the resale to the public by the Escrow Participants Sellers of all shares representing the Merger Consideration Shares (the “Supplement”, and together with the Registration Statement, the “Stockholder Registration Statement”), ) with the SEC immediately within five (5) Business Days following the Effective Timedate Consideration Shares are issued to any one or more Sellers. The Parent shall use its commercially reasonable best efforts to cause the Stockholder Registration Statement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable and use its commercially reasonable efforts to assist the Escrow Participants Sellers in allowing sales of shares representing the Merger Consideration Shares to occur in the United States pursuant to the Stockholder Registration Statement; provided that the Parent shall not be required to make any filing with the SEC prior to the date that such filing otherwise would be due other than the Parent’s Form 8-K containing the required financial statements of the Company and the pro-forma financial statements required in connection with the Acquisition (the Form 8-K). The Parent shall cause the Stockholder Registration Statement to remain available for use until such time as all of the Merger Consideration is Shares are eligible for resale by non-affiliates pursuant to Rule 144 under the Securities Act or any other rule of similar effect without any volume or manner of sale restrictions or such earlier time as all of the Merger Consideration Shares covered by the Stockholder Registration Statement has been sold pursuant thereto. The Parent shall pay the expenses incurred by it in complying with its obligations under this Section 8.1 Article 4.1 including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for the Parent, accountants for the Parent and Seller and other advisors or persons Persons retained by the Parent in connection with the filing of the Stockholder Registration Statement, but excluding (ia) any brokerage fees, selling commissions or underwriting Share Purchase Agreement re SVOX AG 11 | 54 discounts incurred by the Escrow Participants Sellers in connection with sales under the Stockholder Registration Statement, and (iib) the fees and expenses of any accountants or attorneys retained by the Escrow ParticipantsSellers.