Common use of Registration Mechanics Clause in Contracts

Registration Mechanics. (a) In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2 herein, the Company shall (i) furnish to the Registering Stockholders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder may reasonably request; (ii)(A) use its best efforts to register or qualify the Subject Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.3; (iii) use its best efforts to cause all Subject Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, in the opinion of counsel to the Registering Stockholders, to enable the Registering Stockholders to consummate the disposition of such Subject Securities; (iv) notify the Registering Stockholders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in light of the circumstances under which they were made; (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best efforts to list the Subject Securities covered by such registration statement on the New York Stock Exchange or on any other Exchange on which the Subject Securities are then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offering; and (ix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder and its counsel copies of such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.1, the Company shall use its best efforts to keep such registration statement current for a period of 60 days (or 90 days, if the Company is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject Securities.

Registration Mechanics. (a) In connection with any offering of shares of Subject Securities Stock registered pursuant to Section 3.1 5.1 or 3.2 herein5.2 hereof, the Company shall (i) furnish to the Registering Stockholders Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii)(Aii) (x) use its best reasonable efforts to register or qualify the Subject Securities Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Shareholder shall reasonably request and (By) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided provided, however, that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.35.3; (iii) use its best reasonable efforts to cause all shares of Subject Securities Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, necessary in the opinion of counsel to the Registering Stockholders, Company to enable the Registering Stockholders Shareholder to consummate the disposition Disposition of such shares of Subject SecuritiesStock; (iv) notify the Registering Stockholders Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to permit cease all sales under such registration statement), at the request of any Registering Stockholder promptly Shareholder prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its best reasonable efforts to comply with all applicable rules and regulations of the SECCommission; (vi) use its best reasonable efforts to list list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Securities Stock covered by such registration statement on the New York NYSE, the Paris Stock Exchange or and on any other Exchange principal securities exchange on which the Subject such class of Voting Securities are is then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offering; and (ixvii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder Shareholder and its counsel copies of such documents and permit Shareholder and its counsel to review and comment on such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.15.1, the Company shall use its best reasonable efforts to keep such registration statement current for a period of 60 ninety (90) days (or 90 days, if the Company is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject SecuritiesStock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1.

Registration Mechanics. (a) In connection with any offering of shares of Subject Securities Stock registered pursuant to Section 3.1 or 3.2 5.01 and 5.02 herein, the Company Issuer shall (i) furnish to the Registering Stockholders Subscriber such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder it may reasonably request, but only while Issuer shall be required under the provisions hereof to cause the registration statement to remain current; (ii)(A) use its best efforts to register or qualify the Subject Securities Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Subscriber shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided provided, however, that the Company Issuer shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.35.03; (iii) use its best efforts to cause all shares of Subject Securities Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, necessary in the opinion of counsel to the Registering Stockholders, Issuer to enable the Registering Stockholders Subscriber to consummate the disposition of such shares of Subject SecuritiesStock; (iv) notify the Registering Stockholders at any time when a prospectus relating thereto is required to be delivered under the Securities Act notify Subscriber upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the CompanyIssuer's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder Subscriber promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best efforts to list list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Securities Stock covered by such registration statement on the New York Stock Exchange or on any other Exchange securities exchange on which the Subject Securities are Stock is then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offering; and (ixvii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder Subscriber and its counsel copies of such documents. In connection with the closing of any offering of Subject Securities Stock registered pursuant to Section 3.1 5.01 or 3.25.02, the Company Issuer shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities Stock being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities Stock to release any stop transfer orders with respect to such Subject SecuritiesStock. Upon any registration becoming effective pursuant to Section 3.15.01 or 5.02, the Company Issuer shall use its best efforts to keep such registration statement current effective for a period of 60 days (or 90 days, if the Company Issuer is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject SecuritiesStock. Subscriber agrees that upon receipt of any notice from Issuer of the happening of any event of the kind described in subdivision (iv) of this Section 5.03, it will forthwith discontinue its disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (iv) of this Section 5.03 and, if so directed by Issuer, will deliver to Issuer all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Subscriber's disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless Issuer thereafter extends the effectiveness of the registration statement to permit dispositions of Subject Stock by Subscriber for an aggregate of 60 days (or 90 days, if Issuer is eligible to use a Form S-3, or successor form), whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Subscriber is entitled pursuant to Section 5.01.

Registration Mechanics. (a) In connection with any offering of shares of Subject Securities Stock registered pursuant to Section 3.1 5.1 or 3.2 5.2 herein, the Company shall (i) furnish to the Registering Stockholders Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii)(Aii) (A) use its best efforts to register or qualify the Subject Securities Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Shareholder shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.35.4; (iii) use its best efforts to cause all shares of Subject Securities Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, necessary in the opinion of counsel to the Registering Stockholders, Company to enable the Registering Stockholders Shareholder to consummate the disposition of such shares of Subject SecuritiesStock; (iv) notify the Registering Stockholders Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder Shareholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best efforts to list list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Securities Stock covered by such registration statement on the New York Stock Exchange NYSE or on any other Exchange securities exchange on which the Subject Securities are Stock is then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offering; and (ix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder Shareholder and its counsel copies of such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall ; and (xviii) furnish to Shareholder, addressed to it, an opinion of counsel for the underwriterCompany, if any, unlegended certificates representing ownership dated the date of the Subject Securities being sold in such denominations as requested and (y) instruct closing under the underwriting agreement relating to any transfer agent and registrar of underwritten offering covering substantially the Subject Securities to release any stop transfer orders same matters with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.1, the Company shall use its best efforts to keep such registration statement current for a period (and the prospectus included therein) as are customarily covered in opinions of 60 days (or 90 days, if the Company is eligible counsel delivered to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution underwriters in underwritten public offerings of the Subject Securitiessecurities.

Registration Mechanics. (a) In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2 herein, the Company shall (i) furnish to the Registering Stockholders Shareholders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder may reasonably request; (ii)(A) use its best efforts to register or qualify the Subject Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Shareholders shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.3; (iii) use its best efforts to cause all Subject Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, in the opinion of counsel to the Registering StockholdersShareholders, to enable the Registering Stockholders Shareholders to consummate the disposition of such Subject Securities; (iv) notify the Registering Stockholders Shareholders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in light of the circumstances under which they were made; (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best efforts to list the Subject Securities covered by such registration statement on the New York Stock Exchange or on any other Exchange on which the Subject Securities are then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering StockholdersShareholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders Shareholders reasonably request in order to effect an underwritten public offering; and (ix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder and its counsel copies of such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.1, the Company shall use its best efforts to keep such registration statement current for a period of 60 days (or 90 days, if the Company is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject Securities.

Registration Mechanics. (a) In connection with any offering of shares of Subject Securities registered pursuant to Section 3.1 or 3.2 2.1 and 2.2 herein, the Company Newco shall (i) furnish to the Demanding Holders, Demanding Shareholders or Registering Stockholders Holders, as the case may be, such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder it may reasonably request, but only while Newco shall be required under the provisions hereof to cause the registration statement to remain current; (ii)(A) use its best commercially reasonable efforts to register or qualify the Subject Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders holders of such Subject Securities shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided provided, however, that the Company Newco shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.32.3; (iii) use its best commercially reasonable efforts to cause all Subject Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, necessary in the opinion of counsel to the Registering Stockholders, Newco to enable the Demanding Holders, Demanding Shareholders or Registering Stockholders Holders, as the case may be, to consummate the disposition of such shares of Subject Securities; (iv) notify the Registering Stockholders at any time when a prospectus relating thereto is required to be delivered under the Securities Act 1933 Act, notify the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the CompanyNewco's Board of Directors as to whether to permit sales under such registration statement), at the request of any the Demanding Holders, Demanding Shareholders or Registering Stockholder Holders, as the case may be, promptly prepare and furnish to it them a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its best commercially reasonable efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best commercially reasonable efforts to list (if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed) the Subject Securities covered by such registration statement on the New York Stock Exchange or on any other Exchange securities exchange or the Nasdaq Stock Market on which the Subject Securities are then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offeringlisted or traded; and (ixvii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each the Demanding Holders, Demanding Shareholders or Registering Stockholder Holders, as the case may be, and its their counsel copies of such documents. In connection with the closing of any offering of Subject Securities registered pursuant to Section 3.1 2.1 or 3.22.2, the Company Newco shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.12.1 or 2.2, the Company Newco shall use its best efforts to keep such registration statement current effective for a period of 60 270 days (or 90 days, if the Company is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject Securities.

Registration Mechanics. (a) In connection with any offering of shares of Subject Securities Stock registered pursuant to Section 3.1 5.01 or 3.2 5.02 herein, the Company shall (i) furnish to the Registering Stockholders Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii)(Aii) (A) use its best efforts to register or qualify the Subject Securities Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Shareholder shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the 14 18 laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.35.04; (iii) use its best efforts to cause all shares of Subject Securities Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, necessary in the opinion of counsel to the Registering Stockholders, Company to enable the Registering Stockholders Shareholder to consummate the disposition of such shares of Subject SecuritiesStock; (iv) notify the Registering Stockholders Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder Shareholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (vi) use its best efforts to list list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Securities Stock covered by such registration statement on the New York Stock Exchange NYSE or on any other Exchange securities exchange on which the Subject Securities are Stock is then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Registering Stockholders reasonably request in order to effect an underwritten public offering; and (ix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder Shareholder and its counsel copies of such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall ; and (xviii) furnish to Shareholder, addressed to it, an opinion of counsel for the underwriterCompany, if any, unlegended certificates representing ownership dated the date of the Subject Securities being sold in such denominations as requested and (y) instruct closing under the underwriting agreement relating to any transfer agent and registrar of underwritten offering covering substantially the Subject Securities to release any stop transfer orders same matters with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.1, the Company shall use its best efforts to keep such registration statement current for a period (and the prospectus included therein) as are customarily covered in opinions of 60 days (or 90 days, if the Company is eligible counsel delivered to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution underwriters in underwritten public offerings of the Subject Securitiessecurities.

Registration Mechanics. (a) In connection with any offering of Subject Securities registered pursuant to Section 3.1 5.1 or 3.2 5.2 herein, the Company GTL shall (i) furnish to the Registering Stockholders Holders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as any Registering Stockholder Holder may reasonably request; (ii)(A) use its best reasonable efforts to register or qualify the Subject Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as the Registering Stockholders Holders shall reasonably request and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided that the Company GTL shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 3.35.3; (iii) use its best reasonable efforts to cause all Subject Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary, in the opinion of counsel to the Registering StockholdersHolders, to enable the Registering Stockholders Holders to consummate the disposition of such Subject Securities; (iv) notify the Registering Stockholders Holders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the CompanyGTL's Board of Directors as to whether to permit sales under such registration statement), at the request of any Registering Stockholder Holder promptly to prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, 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 not misleading, in light of the circumstances under which they were made; (v) otherwise use its best efforts effort to comply with all applicable rules and regulations of the SEC; (vi) use its best reasonable efforts to list the Subject Securities covered by such registration statement on the New York Stock Exchange Nasdaq National Market or on any other Exchange exchange on which the Subject Securities are then quoted or listed, if required by the rules of any such Exchangeexchange; (vii) use its best reasonable efforts to obtain a "cold comfort" letter from the independent public accountants for the Company GTL in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Registering StockholdersHolders, in the event of a registration effected pursuant to Section 3.1 5.1 hereof; and (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates certificate and opinions as the Registering Stockholders Holders reasonably request in order to effect an underwritten public offering; and (ix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to each Registering Stockholder and its counsel copies of such documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 5.1 or 3.25.2, the Company GTL shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such Subject Securities. Upon any registration becoming effective pursuant to Section 3.15.1, the Company GTL shall use its best reasonable efforts to keep such registration statement current for a period of 60 days (or 90 days, if the Company is eligible to use a Form S-3, or successor form) or such shorter period as shall be necessary to effect the distribution of the Subject Securities.