Common use of Form S-8 Clause in Contracts

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock issuable with respect to assumed Company Options, to the extent Form S-8 is available promptly after the Effective Time, and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed converted Company OptionsOptions as soon as is reasonably practicable, to the extent Form S-8 is available promptly but in no event later than ten business days after the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the any of such converted Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on -------- Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company OptionsOptions as soon as is reasonably practicable, to the extent Form S-8 is available promptly after the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the Company Options assumed in accordance with this Agreement any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file a registration statement on -------- Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company OptionsStock Options as soon as is reasonably practicable after the Effective Time, to the extent Form S-8 is available promptly and in any event within 5 business days after the Effective Time, and shall use all reasonable its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the Company Options assumed in accordance with this Agreement any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file promptly a registration statement on Form S-8 (or any successor or other appropriate form) with respect or, if possible, an amendment to Parent's then effective registration statement on Form S-8, for the shares of Parent Common Stock issuable with respect to the assumed Company Options, to the extent Form S-8 is available promptly after the Effective Time, Stock Options and shall use all reasonable efforts to maintain the effectiveness of keep such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) effective for so long as the Company Options assumed in accordance with this Agreement any such options remain outstanding.

Form S-8. The Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company Options, to the extent Form S-8 Stock Options as soon as is available promptly reasonably practicable after the Effective Time, and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) promptly after the Effective Time with respect to the shares of Parent Common Stock issuable with respect to any Company Options assumed Company Options, to by Parent in connection with the extent Form S-8 is available promptly after the Effective TimeMerger, and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed by Parent in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company OptionsOptions promptly, to the extent Form S-8 is available promptly after but in no event later than five business days, following the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the Company Options assumed in accordance with this Agreement any of such options or other rights remain outstanding.

Form S-8. Parent agrees to shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company Options, to the extent Form S-8 is available Options promptly after the Effective Time, and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company Novadigm Options, to the extent Form S-8 is available promptly available, as soon as is reasonably practicable after the Effective Time, and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed the Company Options, to the extent Form S-8 is available promptly Company Restricted Shares and other assumed equity compensation awards (collectively, the “ASSUMED AWARDS”) no later than one business day after the Effective Time, Time and shall use all exercise reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain any of such Assumed Awards remains outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to upon exercise of the assumed Company Options, to the extent Form S-8 is available promptly Stock Options as soon as reasonably practicable after the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the Company Options assumed in accordance with this Agreement any of such stock options remain outstanding.

Form S-8. Promptly after the Effective Time, Parent agrees to shall file a -------- registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to Company Options assumed Company Options, by Parent to the extent Form S-8 is available promptly after the Effective Time, and shall use all reasonable efforts to maintain the effectiveness shares of Parent Common Stock issuable upon exercise of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstandingqualify for registration on Form S-8.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company OptionsOptions promptly, to the extent Form S-8 is available promptly after but in no event later than two business days, following the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the any such Company Options assumed in accordance with this Agreement remain outstanding.

Form S-8. Parent agrees to file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to the Company Options to be assumed Company Options, to the extent Form S-8 is available promptly hereunder no later than ten (10) business days after the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of not withdraw such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed in accordance with this Agreement remain outstandingRegistration Statement.

Form S-8. Parent agrees to file a registration statement on -------- Form S-8 (or any successor or other appropriate form) with respect to for the shares of Parent Common Stock issuable with respect to assumed Company Options, to the extent Form S-8 Stock Options as soon as is available promptly reasonably practicable (and in any event within 30 days) after the Effective Time, Time and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) thereafter for so long as the Company Options assumed in accordance with this Agreement any of such options or other rights remain outstanding.