Common use of Registration Provisions Clause in Contracts

Registration Provisions. (a) In regard to Parent effecting the registration of the Stock Consideration under the Securities Act of 1933, Parent will: (i) subject to the terms and conditions of Section 8.4 and this Section 8.5, prepare and file with the SEC the Registration Statement and use its commercially reasonable efforts to cause the Registration Statement to become and remain effective for up to three (3) years to effect the sale of the Stock Consideration; (ii) prepare and file with the SEC such amendments to the Registration Statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement effective for the earlier to occur of three (3) years or the sale by such respective Shareholders of all Stock Consideration so registered; (iii) furnish to such Shareholders such reasonable number of copies of the Registration Statement, preliminary prospectus, final prospectus and such other documents as the Shareholders may reasonably request in order to facilitate the public offering of the shares of the Stock Consideration; (iv) prepare and promptly file with the SEC and promptly notify the Shareholders of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statements or omission if, at the time when a prospectus relating to such shares of the Stock Consideration is required to be delivered under the Securities Act of 1933, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (v) advise such Shareholders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Securities and Exchange Commission suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Such Shareholders, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 8.5(a)(iv) or (v), will forthwith discontinue disposition of the shares of Stock Consideration until such Shareholders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 8.5(a)(iv) or until advised in writing by Parent that the use of the prospectus may be resumed and have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by Parent, such Shareholders will deliver to Parent all copies, other than permanent file copies then in such Shareholders' possession, of the prospectus required to be supplemented or amended. (b) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement or after it is declared effective by the Securities and Exchange Commission, Parent determines, in its sole discretion that such registration and the offering of shares of the Stock Consideration covered by such registration would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving Parent or any of its Affiliates or require Parent to disclose material matters that otherwise would not be required to be disclosed at such time, then Parent may require the suspension of the distribution of any shares of Common Stock thereunder (a "Blackout Period") by giving notice to the Shareholders; provided, however, that Parent may require such suspension only if the distribution of all other shares of the Stock Consideration proposed by Parent to be distributed in such registration is also suspended and the suspension ends as soon as the material matters are disclosed. Any such notice need not specify the reasons for such suspension if Parent determines, in its sole discretion, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material nonpublic information. In the event such notice is given, then until Parent has determined, in its sole discretion, that such registration and distribution would no longer materially interfere with the matters described in the immediately preceding sentence and has given notice thereof to the respective Shareholders, Parent's obligations under Section 8.4 and this Section 8.5 will be suspended. (c) Parent's obligations under Sections 8.4 and 8.5 to the respective Shareholders will be conditioned on such Shareholders' compliance with the following: (i) the affected Shareholders will cooperate with Parent in connection with the preparation of the Registration Statement, and for so long as Parent is obligated to keep the Registration Statement effective, the respective Shareholders will provide to Parent, in writing in a timely manner, for use in the Registration Statement (and expressly identified in writing as such), all information regarding such Shareholders and such other information as may be necessary and required by applicable Law to enable Parent to prepare the Registration Statement and the related prospectus covering the applicable shares of Stock Consideration owned by such Shareholders and to maintain the currency and effectiveness thereof; (ii) such Shareholders will permit Parent, its representatives and agents to examine such documents and records and will supply in a timely manner any information as they may reasonably request in connection with the registration of the Stock Consideration; (iii) during such time as such Shareholders may be engaged in a distribution of the shares, the Shareholders will comply with all applicable Laws, including Regulation M promulgated under the Securities Exchange Act of 1934, and, to the extent required by such Laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of Parent in contravention of such rules; (B) distribute the Stock Consideration solely in the manner described in the applicable registration statement; and (C) if required by applicable Law, rules or regulations, cause to be furnished to each agent or broker dealer to or through whom the Stock Consideration may be offered, or to the offeree if an offer is made directly by such Shareholders, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that Parent shall provide such Shareholders with an adequate number of copies thereof; and (iv) on notice from Parent of the happening of any of the events specified in Section 8.5(a)(iv) or (v), or that as set forth in Section 8.5(b), Parent requires the suspension by the Shareholders of the distribution of any of the Stock Consideration owned by the Shareholders then the Shareholders will cease offering or distributing the Parent Common Stock owned by the Shareholders until the offering and distribution of the Parent Common Stock owned by the Shareholders may re-commence in accordance with the terms hereof and applicable Law.

Registration Provisions. (a) In regard If and whenever Parent is required by the provisions of Section 7.1(a) to Parent effecting effect the registration of shares of Common Stock owned by the Stock Consideration Company under the Securities Act of 1933, Parent will: (i) subject to the terms and conditions of Section 8.4 and this Section 8.5Article VII, prepare and file with the SEC the Registration Statement a registration statement with respect to such shares of Common Stock, and use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for up to three (3) years such period as may be reasonably necessary to effect the sale of the Stock Considerationsuch shares of Common Stock, not to exceed six months; (ii) prepare and file with the SEC such amendments to the Registration Statement such registration statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement such registration statement effective for the earlier such period as may be reasonably necessary to occur of three (3) years or effect the sale by of such respective Shareholders shares of all Stock Consideration so registeredCommon Stock, not to exceed six months; (iii) furnish to such Shareholders the Company such reasonable number of copies of the Registration Statementregistration statement, preliminary prospectus, final prospectus and such other documents as the Shareholders Company may reasonably request in order to facilitate the public offering of the such shares of the Stock ConsiderationCommon Stock; (iv) prepare and promptly file with the SEC and promptly notify the Shareholders Company of the filing of such amendment or supplement to the Registration Statement such registration statement or prospectus as may be necessary to correct any statements or omission if, at the time when a prospectus relating to such shares of the Common Stock Consideration is required to be delivered under the Securities Act of 1933, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (v) advise such Shareholdersthe Company, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Securities and Exchange Commission suspending the effectiveness of the Registration Statement such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Such ShareholdersThe Company, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 8.5(a)(iv7.2(a)(iv) or (v), will forthwith discontinue disposition of the shares of Common Stock Consideration until such Shareholders' the Company's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8.5(a)(iv7.2(a)(iv) or until it is advised in writing by Parent that the use of the prospectus may be resumed and have has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by Parent, such Shareholders the Company will deliver to Parent all copies, other than permanent file copies then in such Shareholders' the Company's possession, of the prospectus required to be supplemented or amended. (b) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement or after it is declared effective by the Securities and Exchange Commission, Parent determines, in its sole discretion good faith business judgment, that such registration and the offering of shares of the Common Stock Consideration covered by such registration would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving Parent or any of its Affiliates or require Parent to disclose material matters that otherwise would not be required to be disclosed at such time, then Parent may require the suspension of the distribution of any shares of Common Stock thereunder (a "Blackout PeriodBLACKOUT PERIOD") by giving notice to the ShareholdersCompany; providedPROVIDED, howeverHOWEVER, that Parent may require such suspension only if the distribution of all other shares of the Common Stock Consideration proposed by Parent to be distributed in such registration is also suspended and the suspension ends as soon as the material matters are disclosedsuspended. Any such notice need not specify the reasons for such suspension if Parent determines, in its sole discretiongood faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material nonpublic information. In the event that such notice is given, then until Parent has determined, in its sole discretiongood faith business judgment, that such registration and distribution would no longer materially interfere with the matters described in the immediately preceding sentence and has given notice thereof to the respective ShareholdersCompany, Parent's obligations under Section 8.4 7.1 and this Section 8.5 7.2 will be suspended. (c) Parent's obligations under Sections 8.4 and 8.5 Article VII to the respective Shareholders Company will be conditioned on such Shareholders' the Company's compliance with the following: (i) the affected Shareholders The Company will cooperate with Parent in connection with the preparation of the Registration Statementapplicable registration statement, and for so long as Parent is obligated to keep the Registration Statement such registration statement effective, the respective Shareholders Company will provide to Parent, in writing in a timely manner, for use in the Registration Statement such registration statement (and expressly identified in writing as such), all information regarding such the Company, the Shareholders and such other information as may be necessary and required by applicable Law law to enable Parent to prepare the Registration Statement such registration statement and the related prospectus covering the applicable shares of Common Stock Consideration owned by such Shareholders the Company and to maintain the currency and effectiveness thereof; (ii) such The Company and the Shareholders will permit Parent, its representatives and agents to examine such documents and records and will supply in a timely manner any information as they may reasonably request in connection with the registration of offering or other distribution in which the Stock ConsiderationCompany proposes to participate; (iii) during The Company, and if required, the Shareholders, will enter into such agreements with Parent and any broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are customarily entered into and made by a seller of securities and such seller's controlling shareholders with respect to secondary distributions under similar circumstances, and the Company will use its reasonable best efforts to cause its counsel to give any legal opinions customarily given, in connection with secondary distributions under similar circumstances; (iv) During such time as such Shareholders the Company may be engaged in a distribution of the shares, the Shareholders Company will comply with all applicable Lawslaws, including Regulation M promulgated under the Securities Exchange Act of 1934, and, to the extent required by such Lawslaws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of Parent in contravention of such rules; (B) distribute the Stock Share Consideration solely in the manner described in the applicable registration statement; and (C) if required by applicable Lawlaw, rules or regulations, cause to be furnished to each agent or broker broker-dealer to or through whom the Stock Share Consideration may be offered, or to the offeree if an offer is made directly by such Shareholdersthe Company, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that Parent shall provide such Shareholders the Company with an adequate number of copies thereof; and (D) not bid for or purchase any securities of Parent; and (ivv) on On notice from Parent of the happening of any of the events specified in Section 8.5(a)(iv7.2(a)(iv) or (v), or that that, as set forth in Section 8.5(b7.2(b), Parent it requires the suspension by the Shareholders Company of the distribution of any of the shares of Common Stock Consideration owned by the Shareholders Company, then the Shareholders Company will cease offering or distributing the Parent shares of Common Stock owned by the Shareholders Company until the offering and distribution of the Parent shares of Common Stock owned by the Shareholders Company may re-commence recommence in accordance with the terms hereof and applicable Lawlaw.

Registration Provisions. (a) In regard If and whenever Parent is required by the provisions of Section 7.1(a) to Parent effecting effect the registration of shares of Common Stock owned by the Stock Consideration Company under the Securities Act of 1933, Parent will: (i) subject to the terms and conditions of Section 8.4 and this Section 8.5Article VII, prepare and file with the SEC the Registration Statement a registration statement with respect to such shares of Common Stock, and use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for up to three (3) years such period as may be reasonably necessary to effect the sale of the Stock Considerationsuch shares of Common Stock, not to exceed six (6) months; (ii) prepare and file with the SEC such amendments to the Registration Statement such registration statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement such registration statement effective for the earlier such period as may be reasonably necessary to occur of three (3) years or effect the sale by of such respective Shareholders shares of all Stock Consideration so registeredCommon Stock, not to exceed six (6) months; (iii) furnish to such Shareholders the Company such reasonable number of copies of the Registration Statementregistration statement, preliminary prospectus, final prospectus and such other documents as the Shareholders Company may reasonably request in order to facilitate the public offering of the such shares of the Stock ConsiderationCommon Stock; (iv) prepare and promptly file with the SEC and promptly notify the Shareholders Company of the filing of such amendment or supplement to the Registration Statement such registration statement or prospectus as may be necessary to correct any statements or omission if, at the time when a prospectus relating to such shares of the Common Stock Consideration is required to be delivered under the Securities Act of 1933, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (v) advise such Shareholdersthe Company, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Securities and Exchange Commission suspending the effectiveness of the Registration Statement such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Such ShareholdersThe Company, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 8.5(a)(iv7.2(a)(iv) or (v), will forthwith discontinue disposition of the shares of Common Stock Consideration until such Shareholders' the Company's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8.5(a)(iv7.2(a)(iv) or until it is advised in writing by Parent that the use of the prospectus may be resumed and have has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by Parent, such Shareholders the Company will deliver to Parent all copies, other than permanent file copies then in such Shareholders' the Company's possession, of the prospectus required to be supplemented or amended. (b) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a registration statement or after it is declared effective by the Securities and Exchange Commission, Parent determines, in its sole discretion that such registration and the offering of shares of the Common Stock Consideration covered by such registration would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving Parent or any of its Affiliates or require Parent to disclose material matters that otherwise would not be required to be disclosed at such time, then Parent may require the suspension of the distribution of any shares of Common Stock thereunder (a "Blackout Period") by giving notice to the ShareholdersCompany; provided, however, that Parent may require such suspension only if the distribution of all other shares of the Common Stock Consideration proposed by Parent to be distributed in such registration is also suspended and the suspension ends as soon as the material matters are disclosedsuspended. Any such notice need not specify the reasons for such suspension if Parent determines, in its sole discretion, faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material nonpublic information. In the event that such notice is given, then until Parent has determined, in its sole discretion, that such registration and distribution would no longer materially interfere with the matters described in the immediately preceding sentence and has given notice thereof to the respective ShareholdersCompany, Parent's obligations under Section 8.4 7.1 and this Section 8.5 7.2 will be suspended. (c) Parent's obligations under Sections 8.4 and 8.5 Article VII to the respective Shareholders Company will be conditioned on such Shareholders' the Company's compliance with the following: (i) the affected Shareholders The Company will cooperate with Parent in connection with the preparation of the Registration Statementapplicable registration statement, and for so long as Parent is obligated to keep the Registration Statement such registration statement effective, the respective Shareholders Company will provide to Parent, in writing in a timely manner, for use in the Registration Statement such registration statement (and expressly identified in writing as such), all information regarding such Shareholders the Company, the Interest Holders and such other information as may be necessary and required by applicable Law to enable Parent to prepare the Registration Statement such registration statement and the related prospectus covering the applicable shares of Common Stock Consideration owned by such Shareholders the Company and to maintain the currency and effectiveness thereof; (ii) such Shareholders The Company and the Interest Holders will permit Parent, its representatives and agents to examine such documents and records and will supply in a timely manner any information as they may reasonably request in connection with the registration of offering or other distribution in which the Stock ConsiderationCompany proposes to participate; (iii) during The Company, and if required, the Interest Holders, will enter into such agreements with Parent and any broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are customarily entered into and made by a seller of securities and such seller's controlling Interest Holders with respect to secondary distributions under similar circumstances, and the Company will use its reasonable best efforts to cause its counsel to give any legal opinions customarily given, in connection with secondary distributions under similar circumstances; (iv) During such time as such Shareholders the Company may be engaged in a distribution of the shares, the Shareholders Company will comply with all applicable Laws, including Regulation M promulgated under the Securities Exchange Act of 1934, and, to the extent required by such Laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of Parent in contravention of such rules; (B) distribute the Stock Share Consideration solely in the manner described in the applicable registration statement; and (C) if required by applicable Law, rules or regulations, cause to be furnished to each agent or broker dealer brokerdealer to or through whom the Stock Share Consideration may be offered, or to the offeree if an offer is made directly by such Shareholdersthe Company, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that Parent shall provide such Shareholders the Company with an adequate number of copies thereof; and (D) not bid for or purchase any securities of Parent; and (ivv) on On notice from Parent of the happening of any of the events specified in Section 8.5(a)(iv7.2(a)(iv) or (v), or that that, as set forth in Section 8.5(b7.2(b), Parent it requires the suspension by the Shareholders Company of the distribution of any of the shares of Common Stock Consideration owned by the Shareholders Company, then the Shareholders Company will cease offering or distributing the Parent shares of Common Stock owned by the Shareholders Company until the offering and distribution of the Parent shares of Common Stock owned by the Shareholders Company may re-commence recommence in accordance with the terms hereof and applicable Law.