Common use of Registration and Approval Clause in Contracts

Registration and Approval. If any shares reserved for issuance under this Agreement require registration with or approval of any governmental authority under any federal or state law before those shares may be validly issued, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval. This provision, however, will not require the Company to secure any registration or approval in order (i) to issue shares under this Agreement if those shares can lawfully be issued pursuant to one or more exemptions from registration under applicable federal and state securities laws (even though the shares may constitute “restricted securities” or the holder of such shares may be unable to transfer the shares without registration or the availability of a suitable exemption from registration under such laws) or (ii) to enable any person to sell or distribute shares received under this Agreement in a transaction involving a public offering within the meaning of the Securities Act as then in effect.

Registration and Approval. If any shares reserved for issuance under this Agreement require registration with or approval of any governmental authority under any federal DMEAST #38121774 v15 or state law before those shares may be validly issued, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval. This provision, however, will not require the Company to secure any registration or approval in order (i) to issue shares under this Agreement if those shares can lawfully be issued pursuant to one or more exemptions from registration under applicable federal and state securities laws (even though the shares may constitute “restricted securities” or the holder of such shares may be unable to transfer the shares without registration or the availability of a suitable exemption from registration under such laws) or (ii) to enable any person to sell or distribute shares received under this Agreement in a transaction involving a public offering within the meaning of the Securities Act as then in effect.

Registration and Approval. If any shares reserved for issuance under this RSU Agreement require registration with or approval of any governmental authority under any federal or state law before those shares may be validly issued, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval. This provision, however, will not require the Company to secure any registration or approval in order (i) to issue shares Shares under this RSU Agreement if those shares Shares can lawfully be issued pursuant to one or more exemptions from registration under applicable federal and state securities laws (even though the shares Shares may constitute “restricted securities” or the holder of such shares Shares may be unable to transfer the shares Shares without registration or the availability of a suitable exemption from registration under such laws) or (ii) to enable any person to sell or distribute shares Shares received under this RSU Agreement in a transaction involving a public offering within the meaning of the Securities Act as then in effect.