Common use of Registration Statements Clause in Contracts

Registration Statements. The Company shall use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a).

Registration Statements. (a) Subject to Parent’s receipt of the Company 2020 Audited Financial Statements from the Company (to the extent required to be included in the applicable registration statement under the Securities Act and the rules and regulations promulgated thereunder, in Parent’s reasonable judgment after consultation with the Company and their respective legal advisors) and of Parent’s consolidated financial statements for the year ended December 31, 2020 audited in accordance with GAAP, as promptly as reasonably practicable after the date of this Agreement, Parent shall prepare and file (which could include one or more confidential submissions thereof) with the SEC, the S-4 Registration Statement and, in its sole discretion, the S-1 Registration Statement. The Company shall use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”)cooperate, and cause its Subsidiaries and Representatives to reasonably cooperate, with Parent and its Representatives in the preparation of the S-4 Registration Statement and the S-1 Registration Statement. Parent shall use its commercially reasonable efforts to cause its Subsidiaries, Affiliates, directors, officers or the Equityholders to comply with the rules and regulations promulgated by the SEC, to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof, to cause the Parent Circular and prospectus included in the S-4 Registration Statement to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued mailed to the Investors pursuant to this Agreement (shareholders of Parent and the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities Consent Solicitation Statement and prospectus included in the Resale S-4 Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities be mailed to stockholders of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) in each case, to the extent required and as shall be promptly as reasonably requested practicable after the date of effectiveness within the time frames required by the Company SEC. and to effect keep the registration of S-4 Registration Statement effective as long as is necessary to consummate the Registrable Securities held by such Investor, Domestication and Investor shall execute such documents in connection with such registration as the Company may reasonably request to the extent requiredMergers. The Company agrees and its counsel shall be given a reasonable opportunity to use commercially reasonable efforts to keep such Resale review and comment on the S-4 Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of S-1 Registration Statement (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statementapplicable), and any amendment or supplement thereto, and on any responses to comments from time the SEC to time require any of such materials, before such materials or responses are filed (or confidentially submitted) with the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereofSEC, if it reasonably determines and Parent shall consider in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation all comments of a transaction by the Company or and its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not counsel in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securitiestherewith. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a).118

Registration Statements. The Company shall use commercially reasonable efforts to file Promptly following the Closing Date (as soon as reasonably practicable, defined in the Purchase Agreement) but in any event case no later than 45 calendar thirty (30) days after from the Closing Date (the “Filing Deadline”), and the Company shall use commercially reasonable efforts to cause prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of the Registrable Securities), subject to the provisions of Section 2.1(f), for the resale of the Registrable Securities pursuant to an offering to be declared effective made on a continuous basis pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as soon as the Holders may reasonably practicable thereafter, a registration statement filed with the Commission specify (the “Resale Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) registering the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing of such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC for the registration of the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in accordance with the Resale SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, and subject to the payment of any Liquidated Damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement are contingent upon such Investor furnishing as a secondary offering, unless otherwise directed in writing by a Holder as to the Company such information regarding such Investorits Registrable Securities, the securities number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the Company held by such Investor and the intended method total number of disposition of the unregistered Registrable Securities held by such Investor (which shall be limited Holders, subject to non-underwritten public offerings) to the extent required as shall be reasonably requested a determination by the Company to effect SEC that certain Holders must be reduced first based on the registration number of the Registrable Securities held by such InvestorHolders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, and Investor shall execute such documents in connection with such registration as the case may be, under clauses (i) or (ii) above, the Company may reasonably request to the extent required. The Company agrees to will use its commercially reasonable efforts to keep file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such Resale other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless required by the staff of the SEC or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”)regulatory agency; provided, however, that if the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days SEC requires that a Participating Holder be identified as a statutory underwriter in the aggregateRegistration Statement, in each case during any 12-month period. Upon receipt of written notice such Holder will have an opportunity to withdraw from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)Statement.

Registration Statements. The Company Biopool and Source shall use commercially reasonable efforts to cooperate and promptly prepare and Biopool shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing practicable a Registration Statement on Form S-4 (the “Filing Deadline”)"Form S-4") under the Securities Act, and use commercially reasonable efforts with respect to cause to be declared effective as soon as reasonably practicable thereafterthe Biopool Common Stock issuable in the Merger, a registration portion of which Registration Statement shall also serve as the joint proxy statement filed with respect to the Commission (the “Resale Registration Statement”) registering the resale of all meetings of the Common Stock underlying the Shares shareholders of Source and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents Biopool in connection with such registration as the Company may reasonably request to Merger (the extent required"Proxy Statement/Prospectus"). The Company agrees respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to use commercially reasonable efforts comply as to keep such Resale Registration Statement, or another shelf registration statement that includes form in all material respects with the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 applicable provisions of the Securities Act, the Exchange Act or any successor rule (but and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with no volume or other restrictions or limitations including Biopool, to have the Form S-4 declared effective by the SEC as promptly as practicable. Biopool shall use its best efforts to manner or timing of sale) and (z) if obtain, prior to the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) effective date of the outstanding Common Stock Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the Companyrespective meetings of shareholders of Biopool and Source, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expectedor, in the reasonable determination case of the Company’s board of directorsForm S-4 and each amendment or supplement thereto, to cause at the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstancetime it is filed or becomes effective, a “Suspension Event”); provided, however, that the Company may will not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) made, not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities foregoing shall not apply (A) to the extent that any such Investor untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use in the Proxy Statement/Prospectus. Source agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of information provided by Source for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to retain a copy be stated therein or necessary to make the statements therein, in light of such prospectus (I) in order to comply with applicable legalthe circumstances under which they were made, regulatorynot misleading. Biopool will advise Source, self-regulatory promptly after it receives notice thereof, of the time when the Form S-4 has become effective or professional requirements any supplement or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result amendment has been filed, the issuance of automatic data back up. The Investors shall not any stop order, the suspension of the qualification of the Biopool Common Stock issuable in connection with the foregoing be required to execute Merger for offering or sale in any lock up jurisdiction, or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement request by the Filing Deadline SEC for amendment of the proxy Statement/Prospectus or to effect such Resale Registration Statement the Form S-4 or comments thereon and responses thereto or requests by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)SEC for additional information.

Registration Statements. The On or prior to such date that is thirty (30) days following the date on which the Required Holders provide written notice to the Company shall use commercially reasonable efforts of its request to file as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing a Registration Statement on Form S-3 pursuant to this Section 2.1(a) (the “Filing Deadline”), and the Company shall use commercially reasonable efforts to cause prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to be declared effective the Company, on such form of registration statement as soon as reasonably practicable thereafter, is then available to effect a registration statement filed with for resale of the Commission (Registrable Securities), subject to the “Resale Registration Statement”) registering provisions of Section 2.1(c), for the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (which shall be limited to non-underwritten public offerings) the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the extent limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required as shall pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A and substantially the “Selling Stockholder” section in the form of Annex B, in each case, which may be reasonably requested modified to respond to comments, if any, provided by the Company to effect SEC. To the registration extent the staff of the SEC does not permit all of the Registrable Securities held by such Investorto be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, and Investor shall execute such documents in connection with such registration as the Company may reasonably request to shall (i) inform each of the extent required. The Company agrees to Participating Holders thereof and use its commercially reasonable efforts to keep such Resale file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), or another shelf registration statement that includes in either case covering the Registrable Securities, effective with respect to each Investor until the earliest maximum number of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant permitted to this Agreementbe registered by the SEC, (y) the first date on which Form S-3 or such Investor is able other form available to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if register for resale the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain as a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”)secondary offering; provided, however, that prior to the filing such amendment or New Registration Statement, the Company may not delay or suspend shall use its commercially reasonable efforts to advocate with the Resale Registration Statement on more than two occasions or SEC for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt registration of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Resale Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to Rule 144) until such Investor receives copies of a supplemental comment or amended prospectus (which request from the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies staff of the prospectus covering the Registrable Securities in such Investor’s possessionSEC or another regulatory agency; provided, however, that this obligation to deliver or destroy all copies of if the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain SEC requests that a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers Participating Holder be identified as a result of automatic data back up. The Investors shall not statutory underwriter in connection with the foregoing be required Registration Statement, such Holder will have an opportunity to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on withdraw from the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)Statement.

Registration Statements. (A) REGISTRATION ON FORM S-3. ADAC covenants to use its best efforts ------------------------ to prepare and file with the Securities and Exchange Commission ("SEC"), promptly after the Effective Time and after ADAC publicly discloses in a press release the financial results of the parties hereto covering at least thirty (30) days of post-merger operating results, a Registration Statement on Form S-3 (the "REGISTRATION STATEMENT") with respect to the shares of ADAC Common Stock (collectively, the "REGISTRABLE SECURITIES") to be received by X.X. Technical shareholders and to use its best efforts to cause such Registration Statement to become and remain effective until the second anniversary of the Effective Date. The Company number of shares of ADAC Common Stock being held for security of any indemnification obligations of the X.X. Technical Shareholders pursuant to Section 8.2 hereof shall be included under the Registration Statement, but shall not be released from the holdback until the time limitations set forth in Section 8.2 have lapsed. Because this registration is intended to permit sales ----------- of the Registrable Securities from time to time (i.e., a so-called "shelf ---- registration"), ADAC shall in no event be obligated to cause any such registration to remain effective for more than two (2) years after the Effective Time of the Merger. ADAC shall also use commercially its best efforts to prepare and file with the SEC such amendments and supplements to such Registration Statements and the prospectus used in connection therewith as may be necessary to permit the disposition of the Registrable Securities covered by such Registration Statements. ADAC shall also use its reasonable efforts to file as soon as reasonably practicablefurnish to the X.X. Technical Shareholders such number of copies of a prospectus, but including a preliminary prospectus, in any event no later than 45 calendar days after conformity with the Closing (requirements of the “Filing Deadline”)Securities Act, and use commercially reasonable efforts such other documents as they may reasonably request in order to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with facilitate the Commission (the “Resale Registration Statement”) registering the resale of all disposition of the Common Stock underlying Registrable Securities owned by them. All expenses incurred in connection with such registrations shall be borne by ADAC, except the Shares X.X. Technical Shareholders shall bear all commissions and Warrants (the “Registrable Securities”) issued similar expenses. It shall be a condition precedent to the Investors obligations of ADAC to take any action pursuant to this Agreement (the “Effectiveness Deadline”); provided, Subsection that the Company’s obligations X.X. Technical Shareholders shall furnish to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company ADAC such information regarding such Investorthem, the securities of the Company Registrable Securities held by such Investor them and the intended method of disposition of the Registrable Securities held by such Investor (which thereof as ADAC shall be limited to non-underwritten public offerings) to the extent required reasonably request and as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing action to be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure taken by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)ADAC.

Registration Statements. The Company parties shall use commercially reasonable efforts to cooperate and promptly prepare, and Parent shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission on Form S-4 (the “Resale Registration Statement”"Form S-4") registering under the resale Securities Act, with respect to the shares of all Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the Common Stock underlying the Shares stockholders of each of Parent and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as this Agreement and the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective transactions contemplated hereby and a prospectus with respect to each Investor until the earliest shares of (x) the date on which such Investor ceases to hold any Registrable Securities issued Parent Common Stock and Depositary Shares issuable pursuant to this Agreement, the transactions contemplated hereby (y) the first date on which such Investor is able "Joint Proxy Statement/Prospectus"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to sell comply as to form in all of its Registrable Securities in a 90-day period without registration under Rule 144 material respects with the applicable provisions of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to manner or timing of sale) keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and (z) if Parent shall use reasonable best efforts to obtain, prior to the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) effective date of the outstanding Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock and Depositary Shares pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) respective meetings of the outstanding Common Stock stockholders of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statementparties, and from at the time to time require the Investors it is filed or becomes effective, will not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in made, not misleading. Each party will advise the case other promptly after it receives notice thereof of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of time when the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant Form S-4 has or is to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified when any supplement or amendment has been filed, the issuance of any stop order, or any request by the Company that it may resume SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. The parties will provide each other with reasonable opportunity to review and comment on any amendments or supplements to the Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such offers and salesamendments or supplements with the SEC, and (ii) it further agree that each party will maintain the confidentiality be provided with such number of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of all filings made with the prospectus covering the Registrable Securities in SEC as such Investor’s possession; provided, however, that this obligation to deliver party or destroy all copies Parent (if applicable) shall reasonably request. No filings of the prospectus covering Form S-4 or the Registrable Securities Joint Proxy Statement/Prospectus (or any amendments or supplements to either of them) shall be made without the approval of both parties (which consent shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(aunreasonably withheld).

Registration Statements. (a) The Company Sellers as a group shall be entitled to a maximum of four demand registrations with respect to Purchaser Shares issued pursuant to Section 3.4 to the Sellers as Earn Out Payments in accordance with this Section 7.6. Purchaser shall use reasonable efforts to file with the SEC promptly upon receipt of a written request from all of the Sellers as a group (provided that (i) the first request may not be made or delivered any earlier than the date (eleven) 11 months after the first issuance of Purchaser Shares by the Purchaser to Seller pursuant to Section 3.4, (ii) the Purchaser shall not be obligated to effect more than one (1) demand registration in any two (2) year period and (iii) no such requests may be made after December 31, 2009), a Registration Statement registering all of the Purchaser Shares then held by the Sellers and shall use reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable. Purchaser shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance and registration of Purchaser Shares pursuant hereto. Purchaser and the Sellers shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section. Except as otherwise provided in this Section 7.6, no Purchaser Shares may be transferred or sold during the twelve (12) months following issuance of such Purchaser Shares. The Registration Statements shall cover the resale of the Purchaser Shares on Form S-3, if available, and the Purchaser may combine registrations of Purchaser Shares under this Section 7.6 with registrations of Purchaser Common Stock required under the Merger Agreement. The Purchaser shall use its commercially reasonable efforts to cause such shelf Registration Statement to become effective as soon as practical after such filing, and to cause the Purchaser Shares to be qualified in such state jurisdictions as the Sellers may reasonably request. The Purchaser shall use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 calendar days after keep the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all of the Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale shelf Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor current and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the for one year after it is first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)declared effective.

Registration Statements. The Company (a) Parent shall use commercially reasonable efforts promptly prepare, with the cooperation of the Stockholders with respect to information relating to the Stockholders or their sale of Parent Shares, and Parent shall file with the U.S. Securities and Exchange Commission ("SEC") as soon as reasonably practicable, but practicable following the Closing (and in any event no later than 45 calendar days after within fourteen (14) Business Days of the Closing (the “Filing Deadline”)Closing, and use commercially reasonable efforts to cause to be declared effective so long as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all of the Common Stock underlying Stockholders and the Shares and Warrants (holders of the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s other Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such (as defined below) provide information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities themselves and their holding in a 90timely manner to enable Parent to make such filing on such timetable), a Registration Statement on Form S-3 or other appropriate short-day period without form registration statement (the "S-3 REGISTRATION STATEMENT") under Rule 144 of the Securities Act or any successor rule of 1933, as amended (but the "ACT"), with no volume or other restrictions or limitations including as respect to manner or timing of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or Parent Shares issued as Merger Consideration and (ii) other event the Company’s Board Parent Shares issuable upon the exercise of Directors reasonably each of the assumed Warrants and in good faith believes would require additional disclosure upon the exercise of those Options that are held by Persons (if any) who are not eligible, pursuant to the Company in rules and regulations promulgated under the Resale Act, to receive Parent Shares registered on the S-8 Registration Statement of material information that (as defined below) (collectively, the Company has a bona fide business purpose for keeping confidential and "REGISTRABLE SECURITIES"). Parent, with the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination cooperation of the Company’s board Stockholders with respect to information relating to the Stockholders or their sale of directorssuch Parent Shares, to shall cause the Resale S-3 Registration Statement to fail comply as to comply form in all material respects with the applicable disclosure requirements (provisions of the Act and the rules and regulations thereunder. Parent shall use all reasonable efforts, and the Stockholders will cooperate with Parent, to have the S-3 Registration Statement declared effective by the SEC as promptly as practicable. Parent shall use its reasonable efforts to obtain, prior to the effective date of the S-3 Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the sale of such circumstance, a “Suspension Event”); provided, however, Parent Shares by the Stockholders. Parent agrees that the Company may not delay or suspend the Resale S-3 Registration Statement on more than two occasions and each amendment or for more than 60 consecutive calendar dayssupplement thereto at the time it is filed or becomes effective, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall will not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made (by Parent in reliance upon and in conformity with information concerning the Stockholders furnished to Parent by the Stockholders specifically for use in the case S-3 Registration Statement. Parent shall advise the Stockholders, promptly after it receives notice thereof, of the prospectustime when the S-3 Registration Statement has become effective (the date on which the S-3 Registration Statement is declared effective in accordance with the Act being the "S-3 EFFECTIVE DATE"). Parent shall cause the S-3 Registration Statement to remain effective until the earlier of (1) not misleading, each Investor hereby agrees that the date at which all Registrable Securities have been sold by the holders thereof or (i2) it will immediately discontinue offers and sales of the date on which the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted may be sold pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which 144 promulgated under the Company agrees Act, without regard to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)volume limitations.

Registration Statements. The Company parties shall use commercially reasonable efforts to cooperate and promptly prepare, and Parent shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission on Form S-4 (the “Resale Registration Statement”"FORM S-4") registering under the resale Securities Act, with respect to the shares of all Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the Common Stock underlying the Shares stockholders of each of Parent and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as this Agreement and the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective transactions contemplated hereby and a prospectus with respect to each Investor until the earliest shares of (x) the date on which such Investor ceases to hold any Registrable Securities issued Parent Common Stock and Depositary Shares issuable pursuant to this Agreement, the transactions contemplated hereby (y) the first date on which such Investor is able "JOINT PROXY STATEMENT/PROSPECTUS"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to sell comply as to form in all of its Registrable Securities in a 90-day period without registration under Rule 144 material respects with the applicable provisions of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective -50- by the SEC as promptly as practicable and to manner or timing of sale) keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and (z) if Parent shall use reasonable best efforts to obtain, prior to the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) effective date of the outstanding Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock and Depositary Shares pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) respective meetings of the outstanding Common Stock stockholders of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statementparties, and from at the time to time require the Investors it is filed or becomes effective, will not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in made, not misleading. Each party will advise the case other promptly after it receives notice thereof of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of time when the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant Form S-4 has or is to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified when any supplement or amendment has been filed, the issuance of any stop order, or any request by the Company that it may resume SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. The parties will provide each other with reasonable opportunity to review and comment on any amendments or supplements to the Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such offers and salesamendments or supplements with the SEC, and (ii) it further agree that each party will maintain the confidentiality be provided with such number of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of all filings made with the prospectus covering the Registrable Securities in SEC as such Investor’s possession; provided, however, that this obligation to deliver party or destroy all copies Parent (if applicable) shall reasonably request. No filings of the prospectus covering Form S-4 or the Registrable Securities Joint Proxy Statement/Prospectus (or any amendments or supplements to either of them) shall be made without the approval of both parties (which consent shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(aunreasonably withheld).

Registration Statements. The Company parties shall use commercially reasonable efforts to cooperate and promptly prepare, and Parent shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission on Form S-4 (the “Resale Registration Statement”"Form S-4") registering under the resale Securities Act, with respect to the shares of all Parent Common Stock issuable pursuant to the transactions contemplated hereby, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the Common Stock underlying the Shares stockholders of each of Parent and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as this Agreement and the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective transactions contemplated hereby and a prospectus with respect to each Investor until the earliest shares of (x) the date on which such Investor ceases to hold any Registrable Securities issued Parent Common Stock issuable pursuant to this Agreement, the transactions contemplated hereby (y) the first date on which such Investor is able "Joint Proxy Statement/Prospectus"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to sell comply as to form in all of its Registrable Securities in a 90-day period without registration under Rule 144 material respects with the applicable provisions of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to manner or timing of sale) keep the Form S-4 effective as long as is necessary to consummate the Merger and (z) if Parent shall use reasonable best efforts to obtain, prior to the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) effective date of the outstanding Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) respective meetings of the outstanding Common Stock stockholders of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statementparties, and from at the time to time require the Investors it is filed or becomes effective, will not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in made, not misleading. Each of Parent and the case Company will advise the other promptly after it receives notice thereof of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of time when the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant Form S-4 has or is to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified when any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. Each of Parent and the Company that it may resume will provide the other with reasonable opportunity to review and comment on any amendments or supplements to the Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such offers and salesamendments or supplements with the SEC, and further agree that each party will be provided with such number of copies of all filings made with the SEC as such party shall reasonably request. No filings of the Form S-4 or the Joint Proxy Statement/Prospectus (iior any amendments or supplements to either of them) it will maintain shall be made without the confidentiality approval of any information included in such written notice delivered by Parent and the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities (which consent shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(aunreasonably withheld).

Registration Statements. The Company (a) As promptly as practicable after the execution of this Agreement, Autoliv and Xxxxxx shall jointly prepare and file (or cause Newco to file) with the SEC a single document that will constitute (i) the proxy statement of Xxxxxx relating to the special meeting of Xxxxxx'x stockholders (the "Xxxxxx Stockholders' Meeting") to be held to consider approval of this Agreement, the Merger, and the transactions contemplated by the Distribution Agreement, (ii) the prospectus forming part of the registration statement on Form S-4 of Spinco (together with all amendments thereto, the "Spinco Registration Statement"), in connection with the registration under the Securities Act of the Spinco Common Stock to be issued to Xxxxxx stockholders pursuant to the Spinoff, (iii) the prospectus forming part of the registration statement on Form S-4 of Newco (together with all amendments thereto, the "Newco Registration Statement" and, collectively with the Spinco Registration Statement, the "Registration Statements"), in connection with the registration under the Securities Act of the Newco Common Stock to be issued to the stockholders of Autoliv and Xxxxxx pursuant to the Exchange Offer in the United States and the Merger, respectively, and (iv) the offer to purchase (the "U.S. Offer to Purchase") to be used by Newco in connection with the Exchange Offer in the United States (such document, together with any amendments thereof or supplements thereto, the "Proxy/Prospectus"). Autoliv, Xxxxxx and Newco each shall use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause the Registration Statements to be declared become effective as soon promptly as reasonably practicable thereafterpracticable, a registration statement filed and, prior to the effective date of the Registration Statements (the "Registration Statement Effective Date"), Newco shall take all or any action required under any applicable Laws in connection with the Commission (the “Resale Registration Statement”) registering the resale issuance of all of the Newco Common Stock underlying the Shares and Warrants (the “Registrable Securities”) issued and, if applicable, SDRs pursuant to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor Merger and the intended method of disposition of Exchange Offer. Autoliv or Xxxxxx, as the Registrable Securities held by such Investor (which case may be, shall be limited to non-underwritten public offerings) to furnish all information concerning Autoliv or Xxxxxx as the extent required as shall be other party may reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents request in connection with such registration actions and the preparation of the Registration Statements, the Swedish Prospectus and the International Prospectus. As promptly as practicable after the Company may reasonably request Registration Statement Effective Date, the Proxy/Prospectus will be mailed to the extent requiredstockholders of Xxxxxx and the U.S. and Canadian stockholders of Autoliv and provided to the NYSE and SSE. The Company agrees In addition, as promptly as practicable after the Registration Statement Effective Date, Newco will mail the Swedish Prospectus to use commercially reasonable efforts Autoliv stockholders located in Sweden and the International Prospectus to keep such Resale Autoliv stockholders located outside of the United States, Canada and Sweden. Autoliv, Xxxxxx and Newco shall cause the Newco Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective with respect Swedish Prospectus and the International Prospectus to each Investor until the earliest of (x) the date on which such Investor ceases to hold any Registrable Securities issued pursuant to this Agreement, (y) the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including comply as to manner or timing form and substance in all material respects with the applicable requirements of sale) and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) of the outstanding Common Stock of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) of the outstanding Common Stock of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by Exchange Act, including, without limitation, Section 14(e) thereof and the Company or its subsidiaries is pending or another event has occurredrespective regulations promulgated thereunder, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential NYSE and the non-disclosure of which in SSE or the Resale Registration Statement would be expectedFSA, in (iii) the reasonable determination of Securities Act, (iv) the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements NBK (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company"N_ringslivets Borskommittes") of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, Recommendations Concerning Public Offers for the avoidance Acquisition of doubt, sales conducted pursuant to Rule 144Shares (1988) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (iiv) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back up. The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)Indiana Law.

Registration Statements. The Company Artra and WWWX shall use commercially reasonable efforts to cooperate and promptly prepare and the Acquisition Corp. shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing practicable a Registration Statement on Form S-4 (the “Filing Deadline”)"Form S-4") under the Securities Act, and use commercially reasonable efforts with respect to cause the Acquisition Corp. Common Stock issuable in the Merger, which shall also serve as the proxy statement with respect to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all meeting of the Common Stock underlying the Shares shareholders of Artra and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents WWWX in connection with such registration as the Company may reasonably request to Merger (the extent required"Proxy Statement/Prospectus"). The Company agrees to use commercially reasonable efforts to keep such Resale In addition, Artra and WWWX shall cooperate and promptly prepare a Registration StatementStatement or Form S-1 (the "Form S-1") under the Securities Act, or another shelf registration statement that includes the Registrable Securitiessuch other form as may be permitted under applicable SEC regulations, effective with respect to each Investor until the earliest reoffer and resale of (x) shares of Acquisition Corp. Common Stock presently held by WWWX and ETCO. The respective parties will cause the date on which such Investor ceases Proxy Statement/Prospectus, the Form S-4 and the Form S-1 to hold any Registrable Securities issued pursuant comply as to this Agreement, (y) form in all material respects with the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 applicable provisions of the Securities Act, the Exchange Act or any successor rule (but and the rules and regulations thereunder. The Acquisition Corp. shall use all reasonable efforts, and WWWX and Artra shall cooperate with no volume or other restrictions or limitations including the Acquisition Corp., to have the Form S-4 and the Form S-1 declared effective by the SEC as promptly as practicable, to manner or timing of sale) keep the Form S-4 and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) Form S-1 effective as long as is necessary to consummate the Merger and to keep the Form S-1 effective until the earlier of the outstanding Common Stock date the shares are sold or the date such shares may be sold pursuant to Rule 144 or similar provision under the Securities Act. The Acquisition Corp. shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 or the Form S-1 to Artra and WWWX and advise Artra and WWWX of any verbal comments with respect to the Form S-4 or the Form S-1 received from the SEC. The Acquisition Corp. shall use its best efforts to obtain, prior to the effective date of the CompanyForm S-4 or the Form S-1, all necessary state securities law or "blue sky" permits or approvals required to carry out the date upon which transactions described in this Agreement. The Acquisition Corp. agrees that the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the outstanding Common Stock meetings of the Company; providedshareholders of Artra and WWWX, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expectedor, in the reasonable determination case of the Company’s board of directorsForm S-4 or the Form S-1 and each amendment or supplement thereto, to cause at the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstancetime it is filed or becomes effective, a “Suspension Event”); provided, however, that the Company may will not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) made, not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities foregoing shall not apply (A) to the extent that any such Investor untrue statement of a material fact or omission to state a material fact was made by the Acquisition Corp. in reliance upon and in conformity with written information concerning Artra furnished to the Acquisition Corp. by Artra specifically for use in the Proxy Statement/Prospectus or the Form S-1 or any amendment or supplement thereto. Artra agrees that the written information concerning it provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of shareholders of Artra, or, in the case of written information concerning Artra provided by it for inclusion in the Form S-4 or the Form S-1 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to retain a copy be stated therein or necessary to make the statements therein, in light of such prospectus (I) in order the circumstances under which they were made, not misleading. No amendment or supplement to comply with applicable legalthe Proxy Statement/ Prospectus or the Form S-4 or the Form S-1 will be made by the Acquisition Corp., regulatory, self-regulatory WWWX or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result Artra without the approval of automatic data back upthe other parties. The Investors shall not Acquisition Corp. will advise Artra and WWWX promptly of the times when the Form S-4 and the Form S-1 have become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquisition Corp. Common Stock issuable in connection with the foregoing be required to execute Merger for offering or sale in any lock up jurisdiction, or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement request by the Filing Deadline SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or to effect such Resale Registration Statement the Form S-1 or comments thereon and responses thereto or requests by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)SEC for additional information.

Registration Statements. The Company parties shall use commercially reasonable efforts to cooperate and promptly prepare, and Parent shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission on Form S-4 (the “Resale Registration Statement”"Form S-4") registering under the resale Securities Act, with respect to the shares of all Parent Common Stock issuable in the Parent Merger and the shares of Parent Common Stock and the Depositary Shares issuable in the Alternative Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the Common Stock underlying the Shares stockholders of each of Parent and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents in connection with such registration as this Agreement and the Company may reasonably request to the extent required. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the Registrable Securities, effective transactions contemplated hereby and a prospectus with respect to each Investor until the earliest shares of (x) the date on which such Investor ceases to hold any Registrable Securities issued Parent Common Stock and Depositary Shares issuable pursuant to this Agreement, the transactions contemplated hereby (y) the first date on which such Investor is able "Joint Proxy A-39 41 Statement/Prospectus"). The parties will cause the Joint Proxy Statement/Prospectus and the Form S-4 to sell comply as to form in all of its Registrable Securities in a 90-day period without registration under Rule 144 material respects with the applicable provisions of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including and the Exchange Act. The parties agree to use reasonable best efforts and shall cooperate to have the Form S-4 declared effective by the SEC as promptly as practicable and to manner or timing of sale) keep the Form S-4 effective as long as is necessary to consummate the Applicable Transaction and (z) if Parent shall use reasonable best efforts to obtain, prior to the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) effective date of the outstanding Form S-4, all necessary state securities law or "blue sky" permits or approvals required in connection with the issuance of shares of Parent Common Stock and Depositary Shares pursuant to the transactions contemplated hereby (provided that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified). Each of Parent and the Company agrees that the information provided by it for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof to stockholders, at the time of the Company, the date upon which the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) respective meetings of the outstanding Common Stock stockholders of the Company; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statementparties, and from at the time to time require the Investors it is filed or becomes effective, will not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in made, not misleading. Each party will advise the case other promptly after it receives notice thereof of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of time when the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant Form S-4 has or is to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified when any supplement or amendment has been filed, the issuance of any stop order, or any request by the Company that it may resume SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. The parties will provide each other with reasonable opportunity to review and comment on any amendments or supplements to the Form S-4 and/or the Joint Proxy Statement/Prospectus prior to filing such offers and salesamendments or supplements with the SEC, and (ii) it further agree that each party will maintain the confidentiality be provided with such number of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of all filings made with the prospectus covering the Registrable Securities in SEC as such Investor’s possession; provided, however, that this obligation to deliver party or destroy all copies Parent (if applicable) shall reasonably request. No filings of the prospectus covering Form S-4 or the Registrable Securities Joint Proxy Statement/Prospectus (or any amendments or supplements to either of them) shall be made without the approval of both parties (which consent shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back upbe unreasonably withheld). The Investors shall not in connection with the foregoing be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a).6.5

Registration Statements. The Company Artra and WWWX shall use commercially reasonable efforts to cooperate and promptly prepare and the Acquisition Corp. shall file with the SEC as soon as reasonably practicable, but in any event no later than 45 calendar days after the Closing practicable a Registration Statement on Form S-4 (the “Filing Deadline”)"Form S-4") under the Securities Act, and use commercially reasonable efforts with respect to cause the Acquisition Corp. Common Stock issuable in the Merger, which shall also serve as the proxy statement with respect to be declared effective as soon as reasonably practicable thereafter, a registration statement filed with the Commission (the “Resale Registration Statement”) registering the resale of all meeting of the Common Stock underlying the Shares shareholders of Artra and Warrants (the “Registrable Securities”) issued to the Investors pursuant to this Agreement (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an Investor’s Registrable Securities in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Registrable Securities held by such Investor (which shall be limited to non-underwritten public offerings) to the extent required as shall be reasonably requested by the Company to effect the registration of the Registrable Securities held by such Investor, and Investor shall execute such documents WWWX in connection with such registration as the Company may reasonably request to Merger (the extent required"Proxy State ment/Prospectus"). The Company agrees to use commercially reasonable efforts to keep such Resale Registration StatementIn addition, Artra and WWWX shall cooperate and promptly prepare a Registra tion Statement or Form S-1 (the "Form S-1") under the Securities Act, or another shelf registration statement that includes the Registrable Securitiessuch other form as may be permitted under applicable SEC regulations, effective with respect to each Investor until the earliest reoffer and resale of (x) shares of Acquisition Corp. Common Stock presently held by WWWX and ETCO. The respective parties will cause the date on which such Investor ceases Proxy Statement/Prospectus, the Form S-4 and the Form S-1 to hold any Registrable Securities issued pursuant comply as to this Agreement, (y) form in all material respects with the first date on which such Investor is able to sell all of its Registrable Securities in a 90-day period without registration under Rule 144 applicable provisions of the Securities Act, the Exchange Act or any successor rule (but and the rules and regulations thereunder. The Acquisition Corp. shall use all reasonable efforts, and WWWX and Artra shall cooperate with no volume or other restrictions or limitations including the Acquisition Corp., to have the Form S-4 and the Form S-1 declared effective by the SEC as promptly as practicable, to manner or timing of sale) keep the Form S-4 and (z) if the Registrable Securities purchased hereunder by such Investor represent greater than five percent (5%) Form S-1 effective as long as is necessary to consummate the Merger and to keep the Form S-1 effective until the earlier of the outstanding Common Stock date the shares are sold or the date such shares may be sold pursuant to Rule 144 or similar provision under the Securities Act. The Acquisition Corp. shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 or the Form S-1 to Artra and WWWX and advise Artra and WWWX of any verbal comments with respect to the Form S-4 or the Form S-1 received from the SEC. The Acquisition Corp. shall use its best efforts to obtain, prior to the effective date of the CompanyForm S-4 or the Form S-1, all necessary state securities law or "blue sky" permits or approvals required to carry out the date upon which transactions described in this Agreement. The Acquisition Corp. agrees that the Registrable Securities purchased hereunder by such Investor no longer represent greater than five percent (5%) Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the outstanding Common Stock meetings of the Company; providedshareholders of Artra and WWWX, that the Company shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if it reasonably determines in good faith that in order for the Resale Registration Statement not to contain a material misstatement or omission, (i) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or another event has occurred, which negotiation, consummation or (ii) other event the Company’s Board of Directors reasonably and in good faith believes would require additional disclosure by the Company in the Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expectedor, in the reasonable determination case of the Company’s board of directorsForm S-4 or the Form S-1 and each amendment or supplement thereto, to cause at the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstancetime it is filed or becomes effective, a “Suspension Event”); provided, however, that the Company may will not delay or suspend the Resale Registration Statement on more than two occasions or for more than 60 consecutive calendar days, or more than 90 calendar days in the aggregate, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any include an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) made, not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities foregoing shall not apply (A) to the extent that any such Investor untrue statement of a material fact or omission to state a material fact was made by the Acquisition Corp. in reliance upon and in confor mity with written information concerning Artra furnished to the Acquisition Corp. by Artra specifi cally for use in the Proxy Statement/Prospectus or the Form S-1 or any amendment or supplement thereto. Artra agrees that the written information concerning it provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of shareholders of Artra, or, in the case of written information concerning Artra provided by it for inclusion in the Form S-4 or the Form S-1 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to retain a copy be stated therein or necessary to make the statements therein, in light of such prospectus (I) in order the circumstances under which they were made, not misleading. No amendment or supplement to comply with applicable legalthe Proxy Statement/ Prospectus or the Form S-4 or the Form S-1 will be made by the Acquisition Corp., regulatory, self-regulatory WWWX or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result Artra without the approval of automatic data back upthe other parties. The Investors shall not Acquisition Corp. will advise Artra and WWWX promptly of the times when the Form S-4 and the Form S-1 have become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquisition Corp. Common Stock issuable in connection with the foregoing be required to execute Merger for offering or sale in any lock up jurisdiction, or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any failure by Company to file the Resale Registration Statement request by the Filing Deadline SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or to effect such Resale Registration Statement the Form S-1 or comments thereon and responses thereto or requests by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 8.1(a)SEC for additional information.