Common use of S-3 Registration Statement Clause in Contracts

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, and file with the Securities and Exchange Commission a registration statement on Form S-3 (such registration statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to the

S-3 Registration Statement. To Not later than three business days after the extent date of this Agreement, Parent shall request in writing from the Stockholders information about the Stockholders that OnHealth is not able Parent requires to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen prepare the S-3 (15as defined below). Not later than thirty (30) days after the Stockholders provide Parent with necessary information to prepare the S-3, but in no event prior to the Closing, OnHealth Parent shall prepare, and file with the Securities and Exchange Commission a registration statement on Form S-3 (such registration statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Parent Common Shares issued in, and in connection with, the Mergers Merger to the Stockholders (collectively, the "NEW ONHEALTH PARENT HOLDERS") provided that such New OnHealth Parent Holders have executed the Investment and Escrow Agreements and provided OnHealth Parent with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth Parent shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth Parent shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth Parent to enable the New OnHealth Parent Holders to resell the OnHealth Parent Common Shares that were issued pursuant to this Agreementin the Merger, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Parent Common Shares may be traded. OnHealth Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Parent Common Shares pursuant to this Agreement in the Merger and the resale of those shares pursuant to the S-3. Any New OnHealth Parent Holder selling stock registered under the S-3 shall indemnify OnHealthParent, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealthParent, against Losses liability (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Parent Holder provided to OnHealth Parent in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth Parent shall indemnify each New OnHealth Parent Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses liability (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Parent Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth Parent may suspend sales of OnHealth Parent Common Shares pursuant to thethe S-3 if it determines in good faith that such statements are materially misleading or contain material omissions, provided that Parent shall make a corrective filing as soon as practicable. The obligations of Parent pursuant to this Section 1.9.2 shall expire on the earlier of (i) the sale or other disposition of all of the Parent Shares issued in the Merger (including Parent Common Shares released pursuant to the Escrow Agreement or (ii) the ability of all New Parent Holders to dispose of all such shares within a single three (3) month period pursuant to Rule 144 of the 1933 Act.

S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement(a) As soon as practicable, within fifteen (15) days after the Closing, OnHealth USWeb shall prepare, and file with the Securities and Exchange Commission SEC a registration statement on Form S-3 (the "S-3 Registration Statement") covering the number of Shares payable to the Seller on the Closing Date pursuant to Section 2.02(b)(i) having an aggregate market value of at least $125 million on the Closing Date (determined by reference to the closing price of USWeb common stock as reported by Nasdaq on the date two days preceding the Closing Date), and USWeb shall use commercially reasonable efforts to cause such S-3 Registration Statement to become effective as soon as practicable thereafter. USWeb acknowledges and agrees that the offering of shares of USWeb common stock covered by the S-3 Registration Statement will be an underwritten offering and that the underwriter or underwriters for such offering shall be mutually selected by the Seller and USWeb. With respect to the registration statement to be effected pursuant to this Section 7.02(a), USWeb further agrees as follows: (i) USWeb shall prepare and file with the SEC such amendments and supplements to the S-3 Registration Statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws used in connection with such S-3 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all shares of USWeb common stock covered by such S-3 Registration Statement; (ii) USWeb shall furnish to the Seller, the stockholders of Seller and the underwriter such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares of USWeb common stock covered by the S-3 Registration Statement; (iii) USWeb shall use commercially reasonable efforts to register and qualify the Shares covered by the S-3 Registration Statement under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by Seller, the stockholders of Seller or any underwriter; (iv) USWeb shall enter into and perform its obligations under a customary underwriting agreement; (v) USWeb shall promptly notify Seller and the stockholders of Seller: (i) when the S-3 Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the S-3 Registration Statement has been filed and, with respect to the S-3 Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of OnHealth Common Shares pursuant to this Agreement and any stop order suspending the resale effectiveness of those shares pursuant the S-3 Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by USWeb of any notification with respect to the S-3. Any New OnHealth Holder selling stock registered suspension of the qualification of any Shares for sale under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason securities or blue sky laws of any statement contained jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the existence of any fact of which USWeb becomes aware which results in the S-3S-3 Registration Statement, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false prospectus related thereto or misleading any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact necessary required to be stated therein or necessary to make any statement therein not misleading. (vi) Notwithstanding the foregoing, USWeb shall not be obligated to take any action pursuant to this Section 7.02 either (i) in order that any particular jurisdiction in which USWeb would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless USWeb is already subject to service in such jurisdiction and except as may be required by the statements made in Securities Act; or (ii) if USWeb shall furnish to such Holders a certificate signed by the S-3President of USWeb stating that, in the circumstances good faith judgment of the Board of Directors, it would be seriously detrimental to USWeb or its shareholders for registration statements to be filed in the near future, then USWeb's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred 120 days from the receipt of the request to file such registration by such Holder or Holders. (vii) USWeb shall use commercially reasonable efforts to have the Shares covered by the S-3 Registration Statement to be listed on the principal securities exchange on which they similar securities issued by USWeb are madethen listed (if any), not or, if similar securities are reported on the Nasdaq, to be misleading. OnHealth reported on Nasdaq; (viii) USWeb shall indemnify each New OnHealth Holder selling stock registered under use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the S-3 Registration Statement; (ix) USWeb shall make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriter (taking into account the needs of USWeb's business); and (x) USWeb shall bear all customary expenses incurred in connection with such registration, filing or qualification; provided, however, the Seller will pay all underwriting commissions and discounts and USWeb will reimburse the Seller as consideration for this Agreement for one-half (1/2) of such their underwriting discounts and commissions pursuant to the S-3. (b) USWeb shall enter into such customary agreements (including, as discussed under subsection (a)(iv) above, underwriting agreements in customary form) and, from and each underwriter after the date hereof, shall take all such other actions as the Seller reasonably requests in order to expedite or facilitate the disposition of the shares being sold pursuant to the S-3 Registration Statement on the Closing Date (including, without limitation (i) using commercially reasonable efforts to cause senior members of management to participate in customary "road show " activities, (ii) causing to be delivered to the underwriters and selling brokerthe Seller opinions of counsel to USWeb and comfort letters from the independent public accountants of USWeb in customary form, if any, against Losses which cover such matters as are customarily covered by opinions and comfort letters for an underwritten offering and (including liability under the 1933 iii) taking any such other actions as are usual and 1934 Actscustomary in connection with an underwriting offering of equity securities. (c) arising by reason Seller acknowledges that other stockholders of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference Buyer have existing rights that permit those stockholders to include shares in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleadingRegistration Statement. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to the7.03

S-3 Registration Statement. To (a) On or prior to the extent that OnHealth is not able Filing Date, the Company shall use its best efforts to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, prepare and file with the Securities and Exchange Commission a registration statement with the SEC on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such registration statement and the prospectus included therein being referred to form, such other form as the Company is eligible to use under the Securities Act) (the "S-3Registration Statement"), covering the resale of the Common Stock held by the Holders upon exercise of their Warrants (the "Registrable Securities") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, shall contain (unless otherwise directed by the Mergers (collectively, Holders) substantially the "NEW ONHEALTH HOLDERS"Plan of Distribution" attached hereto as Annex A, which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) provided that such New OnHealth Holders provided OnHealth with all reasonably requested information shall not contain any untrue statement of a material fact or omit to state a material fact required to be included by selling shareholders under stated therein, or necessary to make the 1933 Actstatements therein not misleading. OnHealth The Company shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue Registration Statement and other filings to be declared effective prior to February 1, 2004 and shall use its best efforts to keep such Registration Statement continuously effective under the registration statement Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the prospectus contained therein to affected Holders (the "Effectiveness Period"). The Company shall immediately notify the Holders via facsimile of the effectiveness of the Registration Statement on the day that the Company receives notification of the effectiveness of the Registration Statement from the Commission. The Holders covenant and agree that any and all sales of Registrable Securities will be updated made in accordance with the "Plan of Distribution" attached hereto as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market Annex A (or such other national market "Plan of Distribution" as OnHealth Common Shares may be traded. OnHealth shall also take any action required the Holders might direct and to be taken under any applicable state securities laws in connection with which the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT"Company agrees)) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (including liability under the 1933 and 1934 Acts) arising by reason of any statement (other than a statement provided by any New OnHealth Holder as described above) in or incorporated by reference in the S-3 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the S-3, in the circumstances in which they are made, not be misleading. After the SEC has declared the S-3 effective, if the OnHealth board of directors reasonably determines that that sales made pursuant to the prospectus contained within the S-3 may not be made under the 1933 Act, OnHealth may suspend sales of OnHealth Common Shares pursuant to the.