Common use of Compliance with the Securities Act Clause in Contracts

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) Neither the Warrants nor the Underlying Stock have been registered under the Securities Act or qualified under any applicable state securities laws and, unless so registered (including pursuant to a registration of Registrable Securities effected in accordance with Article IV), may not be sold, transferred or otherwise disposed of unless an exemption from such registration is available, including pursuant to Rule 144 or to a transferee that is an “accredited investor” or a “qualified institutional buyer” (as such terms are defined in Regulation D and Rule 144A, respectively, under the Securities Act). In the case of a sale, transfer or other disposition of the Warrants or the Underlying Stock other than in open market sales pursuant to Rule 144 or in a registered offering, each of the following conditions must be satisfied: (i) with respect to a sale, transfer or other disposition to an accredited investor that is not an institution, such transferee provides certification establishing to the reasonable satisfaction of the Company that it is an accredited investor; (ii) such transferee represents that (A) it is acquiring the Warrants or the Underlying Stock, as applicable, for its own account and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any applicable state thereof and (B) it has no intention to influence the management of the Company; and (iii) such transferee agrees to be bound by the provisions of this Section 3.06 with respect to any subsequent sale, transfer or who will, upon consummation other disposition of the Merger and the Transactions becomeWarrants or Underlying Stock, an "affiliate" of VIALOGas applicable. (b) Subject to Section 10.04, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG all certificates for Underlying Stock issued pursuant to the consummation exercise of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in Warrants shall bear the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.following legend:

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) No Registrable Securities may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a “sale”), except in compliance with this Section 3.6. (b) A Holder may sell its Registrable Securities to a transferee (subject to Section 9.7) that is an “accredited investor” or a “qualified institutional buyer”, as such terms are defined in Regulation D and Rule 144 144A under the Securities Act, respectively, provided that each of the Companyfollowing conditions is satisfied: (i) with respect to any “accredited investor” that is not an institution, such transferee, as the case may be, provides certification establishing to the reasonable satisfaction of the Company that it is an “accredited investor”; (ii) such transferee represents that it is acquiring the Registrable Securities for its own account and that it is not acquiring such Registrable Securities with a view to, or who willfor offer or sale in connection with, upon consummation any distribution thereof (within the meaning of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder Securities Act) that would be in violation of the Companysecurities laws of the United States or any applicable state thereof, but subject, nevertheless, to deliver the disposition of its property being at all times within its control; and (iii) such Holder or transferee agrees to VIALOG on or prior be bound by the provisions of this Section 3.6 with respect to any sale of the Registrable Securities. (c) A Holder may sell its Registrable Securities (subject to Section 9.7) in accordance with Regulation S under the Securities Act. (d) A Holder may sell its Registrable Securities (subject to Section 9.7) if: (i) such Holder gives written notice to the Merger Closing Company of its intention to effect such sale, which notice shall describe the manner and circumstances of the proposed transaction in reasonable detail; (ii) such notice includes a written agreement (certification by the "Registration Rights Agreement") Holder to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to proposed sale may be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from effected without registration under the Securities Act or under applicable Blue Sky laws; and (iii) such transferee complies with Sections 3.6(b)(ii) and applicable state securities laws. The Registration Rights Agreement shall be substantially 3.6(b)(iii). (e) Except for a sale in the form of Exhibit 6.4. Notwithstanding anything accordance with Section 3.6(f) and subject to Section 10.4, all stock certificates issued pursuant to the contrary exercise of the Warrants shall bear the following legend: (f) A Holder may sell its Registrable Securities in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register a transaction that is registered under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights AgreementAct.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- ----------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger Asset Purchase and the Transactions become, an "affiliate" of VIALOG, and each the Principal Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Asset Purchase Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the ----------- contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each (a) No Warrant may be sold, ---------------------------------- transferred or otherwise disposed of VIALOG and the Company ---------------------------------- will use (any such sale, transfer or other disposition, a "sale"), except in compliance with this Section 3.5. (b) A Holder may sell its commercially reasonable efforts Warrants or any Registrable Warrant Shares to cause each executive officer, each director and each other Person who a transferee that is an "affiliate,accredited investor" or a "qualified institutional buyer", as that term is defined in paragraph (a) of Regulation D and Rule 144 144A under the Securities Act, respectively, provided that each of the following conditions is satisfied: (i) such transferee establishes to the reasonable satisfaction of the Company that it is an "accredited investor" or a "qualified institutional buyer"; and (ii) such transferee represents that it is acquiring the Warrant Shares (in the case of an exercise) or the Warrants or Registrable Warrant Shares (in the case of a sale) for its own account and that it is not acquiring such Warrant Shares or the Warrants or Registrable Warrant Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control; and (iii) such transferee agrees to be bound by the provisions of this Section 3.5 with respect to any exercise of the Warrants and any sale of the Warrants or Registrable Warrant Shares. (c) In the event of a proposed sale that does not qualify under Section 3.5(b), a Holder may sell its Warrants or Registrable Warrant Shares only if: (i) such Holder gives written notice to the Company of its intention to effect such sale, which notice (A) shall describe the manner and circumstances of the proposed transaction in reasonable detail and (B) shall designate the counsel for such Holder, which counsel shall be satisfactory to the Company; (ii) counsel for the Holder shall render an opinion, in form and substance satisfactory to the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to proposed sale may be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from effected without registration under the Securities Act or under applicable Blue Sky laws; and (iii) such Holder or transferee complies with Sections 3.5(b)(ii) and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything 3.5(b)(iii). (d) All stock certificates issued pursuant to the contrary exercise of the Warrants shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT CERTIFICATE REPRESENTING THE WARRANTS OF REFERRED TO IN THE WARRANT AGREEMENT DATED OCTOBER 31, 1997. A COPY OF SUCH WARRANT CERTIFICATE IS AVAILABLE AT THE OFFICES OF THE COMPANY. (e) Each certificate representing the Warrants shall bear the following legend: THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THIS WARRANT CERTIFICATE. (f) The provisions of Section 3.5(a) shall not apply to any sale of a Warrant or Registrable Warrant Shares in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register a transaction that is registered under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights AgreementAct.

Compliance with the Securities Act. Each of VIALOG and the Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the ----------- contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.

Compliance with the Securities Act. Each of VIALOG and the ---------------------------------- Company ---------------------------------- will use its commercially reasonable efforts to cause each executive officer, each director and each other Person who is an "affiliate," as that term is defined in paragraph (a) of Rule 144 under the Securities Act, of the Company, or who will, upon consummation of the Merger and the Transactions become, an "affiliate" of VIALOG, and each Stockholder of the Company, to deliver to VIALOG on or prior to the Merger Closing a written agreement (the "Registration Rights Agreement") to the effect that such Person will not offer to sell, sell or otherwise dispose of any shares of VIALOG Stock issued pursuant to the consummation of the Transactions, except, in each case, pursuant to an effective registration statement or in compliance with Rule 144, or in a transaction which, in the opinion of legal counsel for such "affiliates" (such legal counsel to be satisfactory to legal counsel for VIALOG), as set forth in a written opinion satisfactory in form, scope and substance to the legal counsel of VIALOG, is exempt from registration under the Securities Act and applicable state securities laws. The Registration Rights Agreement shall be substantially in the form of Exhibit 6.4. Notwithstanding anything to the contrary in this ----------- Agreement, VIALOG will have no obligation under the Registration Rights Agreement or otherwise to register under the Securities Act or any applicable state securities laws, or otherwise to facilitate the transfer of, shares of VIALOG Stock received by any such Person who fails to execute the Registration Rights Agreement as provided herein, and such Person will forfeit all "demand registration" and other rights provided for in the Registration Rights Agreement and all "piggyback" rights provided for in the Registration Rights Agreement.