Common use of Registration Services Clause in Contracts

Registration Services. The Company shall cause its regular counsel --------------------- and auditors and the Company's employees to render such assistance in consummating the Rights Offering, at the Company's expense, as is customary in the consummation by a company of its initial public offering. Safeguard also may engage special legal counsel, one or more rights, registrar and transfer agents, and such other consultants as Safeguard may deem necessary or desirable in connection with the Rights Offering, the expenses of which shall be paid by the Company. In addition, Safeguard may require the Company to engage a registered broker-dealer of Safeguard's designation, subject to the reasonable approval of the Company, to provide such services in connection with the Rights Offering as Safeguard may deem reasonably necessary or desirable, including without limitation to effect or underwrite the offering of the Rights or the Rights Shares in states in which applicable state laws require that a registered broker-dealer effect such offering. The Company shall bear and pay all expenses incurred in connection with the registration, filing or qualification of the Rights, excluding the underwriting discounts and commissions relating to one- half of the Rights, which discounts and commissions shall be borne by Safeguard.