Common use of Flex's Efforts Clause in Contracts

Flex's Efforts. Whenever SICPA requests that its shares of Common Stock be registered pursuant to this Agreement, Flex will use its best efforts to effect the registration and the sale of such shares in accordance with the intended method of disposition thereof, and pursuant thereto Flex will as expeditiously as possible: (i) prepare and file with the SEC a registration statement with respect to such shares of Common Stock and use its best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, Flex will furnish to the counsel of SICPA such registration statement and copies of all such other documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than ninety (90) days, and comply with the provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement during such period and until the earlier of such time as all of such shares of Common Stock have been disposed of in accordance with the intended methods of disposition by SICPA set forth in such registration statement or the expiration of sixty (60) days after such registration statement becomes effective, SICPA being hereby required promptly to inform Flex in writing when the distribution of such securities pursuant to such registration statement has been completed); (iii) furnish to SICPA such number of conformed copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as SICPA may reasonably request in order to facilitate the disposition of the shares of Common Stock owned by SICPA; (iv) use its best efforts to register or qualify such shares of Common Stock under such other securities or blue sky laws of such jurisdictions as SICPA may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable SICPA to consummate the disposition of Common Stock in such jurisdictions (provided that Flex will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction); (v) use its best efforts to list all such shares of Common Stock on each securities exchange or quotation service on which similar securities issued by Flex are then listed, if any; (vi) provide a transfer agent and registrar for all such shares of Common Stock not later than the effective date of such registration statement; (vii) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as SICPA may reasonably request in order to expedite or facilitate the disposition of such shares of Common Stock (including, without limitation, effecting a stock split or a combination of shares applicable to all shareholders of Flex equally); (viii) make available for inspection by SICPA, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by SICPA or the underwriter(s), all financial and other records, pertinent corporate documents and properties of Flex, and cause Flex's officers, directors, employees and independent accountants to supply all information reasonably requested by SICPA or the underwriter(s), or any attorney, accountant or agent of SICPA or the underwriter(s) in connection with such registration statement; (ix) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Flex's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (x) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common Stock included in such registration statement for sale in any jurisdiction, Flex will use its best efforts promptly to obtain the withdrawal of such order; (xi) obtain a cold comfort letter from Flex's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as SICPA may reasonably request; 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Flex's Efforts. Whenever SICPA requests that its shares of Common Stock be registered pursuant to this Agreement, Flex will use its best efforts to effect the registration and the sale of such shares in accordance with the intended method of disposition thereof, and pursuant thereto Flex will as expeditiously as possible: (i) prepare and file with the SEC a registration statement with respect to such shares of Common Stock and use its best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, Flex will furnish to the counsel of SICPA such registration statement and copies of all such other documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than ninety (90) days, and comply with the provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement during such period and until the earlier of such time as all of such shares of Common Stock have been disposed of in accordance with the intended methods of disposition by SICPA set forth in such registration statement or the expiration of sixty (60) days after such registration statement becomes effective, SICPA being hereby required promptly to inform Flex in writing when the distribution of such securities pursuant to such registration statement has been completed); (iii) furnish to SICPA such number of conformed copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as SICPA may reasonably request in order to facilitate the disposition of the shares of Common Stock owned by SICPA; (iv) use its best efforts to register or qualify such shares of Common Stock under such other securities or blue sky laws of such jurisdictions as SICPA may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable SICPA to consummate the disposition of Common Stock in such jurisdictions (provided that Flex will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction); (v) use its best efforts to list all such shares of Common Stock on each securities exchange or quotation service on which similar securities issued by Flex are then listed, if any; (vi) provide a transfer agent and registrar for all such shares of Common Stock not later than the effective date of such registration statement; (vii) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as SICPA may reasonably request in order to expedite or facilitate the disposition of such shares of Common Stock (including, without limitation, effecting a stock split or a combination of shares applicable to all shareholders of Flex equally); (viii) make available for inspection by SICPA, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by SICPA or the underwriter(s), all financial and other records, pertinent corporate documents and properties of Flex, and cause Flex's officers, directors, employees and independent accountants to supply all information reasonably requested by SICPA or the underwriter(s), or any attorney, accountant or agent of SICPA or the underwriter(s) in connection with such registration statement; (ix) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Flex's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (x) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common Stock included in such registration statement for sale in any jurisdiction, Flex will use its best efforts promptly to obtain the withdrawal of such order; ; (xi) obtain a cold comfort letter from Flex's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as SICPA may reasonably request; and (xii) promptly notify SICPA: (A) when any registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (C) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (D) of the receipt by Flex of any notification with respect to the suspension of the qualification of any of the shares of Common Stock for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (E) of the existence of any fact of which Flex becomes aware which results in such registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein in light of the circumstances under which they were made not misleading; and, in the case of the notification relating to an event described in clause (E) hereof, Flex shall promptly prepare and furnish to SICPA and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of any such Common Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading.