Common use of Form S-3 Registration Statement Clause in Contracts

Form S-3 Registration Statement. Within thirty (30) days of the Effective Time of the Merger, Avant! shall file with the SEC a registration statement on Form S-3 to register the Avant! Common Stock issued pursuant to the Merger for resale. Avant! will, at its expense (excluding any broker fees and commissions), use its best efforts to cause such registration statement to become effective, and, subject to the provisions below, use best efforts to, keep such registration statement effective for the lesser of one (1) year or until all such shares of Avant! Common Stock have been sold. If at any time after such registration statement becomes effective, Avant! advises the holders of such Avant! Common Stock in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is thus necessary to amend the registration statement (including by reporting such information under the Exchange Act), the holders of such Avant! Common Stock shall suspend any further sale of Avant! Common Stock pursuant to the registration statement until the registration statement has been amended. In such event, Avant! shall use best efforts to amend the registration statement as soon as reasonably practicable and in no event later than the earlier of (i) ten (10) days after Avant! has advised the holders of such Avant! Common Stock to suspend sales (which ten (10) day period may be extended, one time only, an additional ten (10) days (the "Additional Suspension") if the Board of Directors of Avant! in its good faith judgment determines that such disclosure would be substantially detrimental to Avant!; provided, however, that Avant! shall only have the right to effect an Additional Suspension twice in any twelve (12) month period) or (ii) the commencement of any period in which directors and officers of Avant! are allowed to buy or sell Common Stock of Avant! pursuant to Avant!'s xxxxxxx xxxxxxx policy. Avant! shall not impose a suspension on the sale of Avant! Common Stock by the holders of Avant! Common Stock unless Avant!'s xxxxxxx xxxxxxx window is closed. In addition, Avant! shall use its best efforts to (i) register and qualify the Avant! Common Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of a majority of such Avant! Common Stock; provided that Avant! shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Avant! is already subject to service in such jurisdiction and except as may be required by the Securities Act; and (ii) file with the SEC in a timely manner all reports and other documents required of Avant! under the Exchange Act.

Form S-3 Registration Statement. Within thirty (30a) days Finisar shall use all reasonable efforts to cause the shares of the Effective Time of the Merger, Avant! shall file with the SEC a registration statement on Form S-3 to register the Avant! Finisar Common Stock issued pursuant to in the Merger for resale. Avant! willother than the Escrow Shares (the "Registrable Securities") to be registered under the Securities Act so as to permit the resale thereof, at its expense (excluding any broker fees and commissions), in connection therewith shall use its best efforts to prepare and file with the SEC within [thirty (30) days] following the Closing Date, and shall use all reasonable efforts to cause such registration statement to become effectiveeffective no later than sixty (60) days thereafter, and, subject to the provisions below, use best efforts to, keep such registration statement effective for the lesser of one (1) year or until all such shares of Avant! Common Stock have been sold. If at any time after such registration statement becomes effective, Avant! advises the holders of such Avant! Common Stock in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is thus necessary to amend the a registration statement (including by reporting the "Registration Statement") on Form S-3 or on such information other form as is then available under the Exchange Act), Securities Act covering the holders of such Avant! Common Stock shall suspend any further sale of Avant! Common Stock pursuant to the registration statement until the registration statement has been amended. In such event, Avant! shall use best efforts to amend the registration statement as soon as reasonably practicable and in no event later than the earlier of (i) ten (10) days after Avant! has advised the holders of such Avant! Common Stock to suspend sales (which ten (10) day period may be extended, one time only, an additional ten (10) days (the "Additional Suspension") if the Board of Directors of Avant! in its good faith judgment determines that such disclosure would be substantially detrimental to Avant!Registrable Securities; provided, however, that Avant! each holder of Registrable Securities ("Holder") shall only have provide all such information and materials to Finisar and take all such action as may be required in order to permit Finisar to comply with all applicable requirements of the right SEC and to effect an Additional Suspension twice in obtain any twelve (12) month period) or (ii) desired acceleration of the commencement effective date of any period in which directors such Registration Statement. Such provision of information and officers materials is a condition precedent to the obligations of Avant! are allowed to buy or sell Common Stock of Avant! Finisar pursuant to Avant!'s xxxxxxx xxxxxxx policythis Section 6.8. Avant! shall not impose a suspension on the sale of Avant! Common Stock by the holders of Avant! Common Stock unless Avant!'s xxxxxxx xxxxxxx window is closed. In addition, Avant! shall use its best efforts to (i) register and qualify the Avant! Common Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of a majority of such Avant! Common Stock; provided that Avant! Finisar shall not be required to effect more than one (1) registration under this Section 6.8. The offering made pursuant to such registration shall not be underwritten. (b) Notwithstanding Section 6.8(a), Finisar shall be entitled to postpone the filing or declaration of effectiveness of the Registration Statement for a reasonable period of time up to sixty (60) calendar days after the deadlines therefore set forth in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictionsSection 6.8(a), unless Avant! is already subject to service in such jurisdiction and except as may if Finisar determines that there exists material nonpublic information about Finisar which would be required by the Securities ActAct to be disclosed in the Registration Statement, the disclosure of which, in the good faith determination of the Board of Directors of Finisar, would be detrimental to Finisar. (c) Subject to the limitations of Section 6.8(b), Finisar shall: (i) prepare and file the Registration Statement with the SEC in accordance with Section 6.8(a) with respect to the Registrable Securities and shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing and to keep the Registration Statement effective until one (1) year after the Effective Time; and (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in the Registration Statement until one (1) year after the Effective Time; and (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold. (d) Notwithstanding any other provision of this Section 6.8, Finisar shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Securities pursuant to the Registration Statement whenever, and for so long as, in the reasonable judgment of Finisar in good faith after consultation with counsel, there is or may be in existence material undisclosed information or events with respect to Finisar (the "Suspension Right"). In the event Finisar exercises the Suspension Right, such suspension will continue for the period of time reasonably necessary for disclosure to occur at a timely manner time that is not materially detrimental to Finisar and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by Finisar after consultation with counsel. Finisar will use all reports reasonable efforts to limit the length of the suspension to thirty (30) calendar days or less. Finisar agrees to notify the Holders promptly upon termination of the suspension. (e) Finisar will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other documents document, or any amendment or supplement thereto, incident to any registration, qualification or compliance effected pursuant to this Section 6.8, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of Avant! the circumstances in which they were made, not misleading, or any violation or any alleged violation by Finisar of any rule or regulation promulgated under the Securities Act or the Exchange Act in connection with any such registration, qualification or compliance, and Finisar will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, provided that Finisar will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to Finisar by such Holder or controlling person and specifically for use therein. (f) It shall be a condition to Finisar's obligations hereunder to register the Registrable Securities of any Holder that such Holder agrees to indemnify Finisar, each of Finisar's directors and officers, each person who controls Finisar within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Finisar, such other Holders, directors, officers, persons or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to Finisar by such Holder specifically for use therein. (g) Each party entitled to indemnification under Section 6.8(e) or 6.8(f) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing or potentially differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 6.8(e) or 6.8(f) unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Form S-3 Registration Statement. Within thirty (30) days Promptly following the execution of this Agreement, the Effective Time of the Merger, Avant! shall file with the SEC Parent Corporation will commence to prepare a registration statement on Form S-3 to register for the Avant! Common Stock issued pursuant to resale by the Sekidenko Shareholders of the Merger for resale. Avant! will, at its expense Shares (excluding any broker fees and commissionsthe "FORM S-3 REGISTRATION"), . 6.7.1 The Parent Corporation shall use its best efforts to file the Form S-3 Registration with the Securities and Exchange Commission within 30 days after the Closing Date, to cause such registration statement the Form S-3 Registration to become effective, and, subject to the provisions below, use best efforts to, keep such registration statement effective for the lesser of one (1) year or until all such shares of Avant! Common Stock have been sold. If at any time after such registration statement becomes effective, Avant! advises the holders of such Avant! Common Stock in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is thus necessary to amend the registration statement (including by reporting such information under the Exchange Act), the holders of such Avant! Common Stock shall suspend any further sale of Avant! Common Stock pursuant to the registration statement until the registration statement has been amended. In such event, Avant! shall use best efforts to amend the registration statement as soon as reasonably practicable and in no event later than the earlier date on which the Parent Corporation files its Form 10-Q for the quarter ending September 30, 2000 and to keep the Form S-3 Registration effective and the information contained therein current, complete and accurate for at least one year after the Closing Date and during any period thereafter during which any Sekidenko Shareholder is an affiliate of (i) ten (10) days after Avant! has advised the holders of such Avant! Common Stock to suspend sales (which ten (10) day period may be extended, one time only, an additional ten (10) days (the "Additional Suspension") if the Board of Directors of Avant! in its good faith judgment determines that such disclosure would be substantially detrimental to Avant!Parent Corporation; provided, however, that Avant! (a) following the first anniversary date of the Closing Date, the Parent Corporation shall only have not be required to keep the right Form S-3 Registration effective with respect to effect an Additional Suspension twice in any twelve Merger Shares that may be sold pursuant to Rule 144 under the Securities Act without any practical limitation on the number of shares to be sold by the Sekidenko Shareholder, (12) month period) or (iib) the commencement Parent Corporation may from time to time suspend the effectiveness of the Form S-3 Registration, by giving notice to the Sekidenko Shareholders, if the Parent Corporation shall have determined that any period offers or sales made in which directors and officers of Avant! are allowed to buy or sell Common Stock of Avant! pursuant to Avant!'s xxxxxxx xxxxxxx policy. Avant! shall not impose a suspension reliance on the sale Form S-3 Registration would require the Parent Corporation to disclose a material corporate development, which disclosure could be reasonably expected to have a material effect on the Parent Corporation or the market price of Avant! Common Stock its common stock, and (c) the Parent Corporation's obligations under this Section 6.7 are conditioned upon the prompt and timely provision, in writing, by the holders of Avant! Common Stock unless Avant!any Merger Shares covered by the Form S-3 Registration of any information or documents that the Parent Corporation deems necessary or appropriate in connection with the Parent Corporation's xxxxxxx xxxxxxx window preparation of the Form S-3 Registration, the prospectus included therein or any prospectus supplement thereto. 6.7.2 Each Sekidenko Shareholder agrees by acquisition of Merger Shares that, (a) upon receipt of any notice from the Parent Corporation of a suspension of the effectiveness of the Form S-3 Registration, such shareholder shall immediately thereupon discontinue disposition of Merger Shares until such holder (i) is closed. In additionadvised in writing by the Parent Corporation that the use of the Form S-3 Registration may be resumed, Avant! (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in the prospectus included in the Form S-3 Registration; and (b) such shareholder shall use indemnify and hold harmless, to the full extent permitted by law, the Parent Corporation, its best efforts affiliates, agents and representatives from and against all losses, claims, damages, liabilities, costs (including, without limitation, all reasonable attorneys' fees) and expenses arising out of or based upon any untrue statement of a material fact provided by the shareholder in writing expressly for inclusion in the Form S-3 Registration, the prospectus included therein or any prospectus supplement thereto, or arising out of or based upon any omission of 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 based upon information provided by the shareholder in writing expressly in connection with the Form S-3 Registration. 6.7.3 Parent Corporation agrees to (i) register and qualify the Avant! Common Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of a majority of such Avant! Common Stock; provided that Avant! shall not be required in connection therewith or as a condition thereto exercise commercially reasonable efforts to qualify to do business avoid or to file a general consent minimize the duration of any period during which the effectiveness of the Form S-3 Registration is suspended or any Sekidenko Shareholder is precluded for any reason within the control of the Parent Corporation from reselling Merger Shares pursuant to service of process in any such states or jurisdictionsregistration, unless Avant! is already subject to service in such jurisdiction and except as may be required by the Securities Act; and (ii) file promptly provide each Sekidenko Shareholder with copies of prospectuses and supplemental or amended prospectuses, if applicable, and (iii) indemnify and hold harmless each Sekidenko Shareholder and his or its agents, officers, directors and representatives, to the full extent permitted by law, from and against all losses, claims, damages, liabilities, costs (including, without limitation, all reasonable attorneys' fees) and expenses arising out of or based upon any untrue statement of a material fact contained in the Form S-3 Registration, including any and all materials incorporated therein by reference except to the extent that such statements were provided by the shareholder in writing or were based upon statements provided in writing by the shareholder expressly for inclusion in the Form S-3 Registration, the prospectus included therein or any prospectus supplement thereto, or arising out of or based upon any omission of 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 unless based upon information provided by the shareholder in writing expressly in connection with the SEC in a timely manner all reports and other documents required of Avant! under the Exchange ActForm S-3 Registration.