Common use of FORM S-8 FILING Clause in Contracts

FORM S-8 FILING. Within thirty (30) days after the Closing, Luminant agrees to file a registration statement on Form S-8 pursuant to which eligible Persons holding options to purchase Shares will be permitted to sell Shares to the public. Persons holding the "Vested Options" in Luminant identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested Options for a period of thirty (30) days following the Closing. 5. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the sixth line, and replacing it with "October 15, 1999." Section 17.1 is hereby amended by deleting the third sentence in its entirety and replacing it with the following: "In addition, if Luminant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of Shares offered by any Persons (including Luminant) is greater than the number of Shares that can be offered without adversely affecting the offering, Luminant may reduce the number of Shares to be offered by first reducing the number of Shares to be offered by Persons other than Luminant, the Stockholders and the members and stockholders of the Other Founding Companies, and second by reducing pro rata the number of Shares to be offered by Luminant, the Stockholders and the members and stockholders of the Other Founding Companies; provided however that in no event shall the Shares to be offered by Luminant be reduced to less than fifty percent (50%) of the offering; further provided that if the number of Shares to be offered by Luminant is already less than or equal to fifty percent (50%) of the offering, then the number of Shares to be offered by Luminant shall not be reduced; provided, further, that the reduction in the Shares offered by Luminant and the Stockholders and the stockholders and members of the Other Founding Companies shall be effected on a pro rata basis; provided that to the extent that a member or stockholder of a Founding Company has sold (in that or one or more previous offerings), fifteen percent

FORM S-8 FILING. Within thirty (30) days after the Closing, Luminant agrees to shall file a registration statement on Form S-8 pursuant to which eligible Persons holding options to purchase Shares will be permitted to sell Shares to the public. Persons holding the "Vested Options" in Luminant identified on Addendum A and Addendum B to EXHIBIT 2.1(a) 3.1 shall be prohibited from exercising the Vested Options for a period of thirty (30) days following the Closing. 57. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the sixth line, fourth line and replacing it with inserting "October 15, 1999." 8. The third sentence of Section 17.1 17.1(a) is hereby amended by deleting the third sentence deleted in its entirety and replacing it replaced with the following: "In addition, if Luminant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 17.1(a) that the number of Shares offered by any Persons (including Luminant) is greater than the number of Shares that can be offered without adversely affecting the offering, Luminant may reduce the number of Shares to be offered by first reducing the number of Shares to be offered by Persons other than Luminant, the Stockholders Contributor and the members and stockholders of the Other Founding Companies, and second by reducing pro rata the number of Shares to be offered by Luminant, the Stockholders Contributor and the members and stockholders of the Other Founding Companies; provided however that in no event shall the Shares to be offered by Luminant be reduced to less than fifty percent (50%) of the offering; further provided that if the number of Shares to be offered by Luminant is already less than or equal to fifty percent (50%) of the offering, then the number of Shares to be offered by Luminant shall not be reduced; provided. Subject to the foregoing, further, that the reduction in the Shares offered by Luminant and the Stockholders Contributor and the stockholders and members of the Other Founding Companies shall be effected effected on a pro rata basis; provided that to the extent that the Contributor or a member or stockholder of a Founding Company has sold (in that or one a previous offering), or is being provided the right to sell, fifteen percent (15%) or more previous offeringsof its, his or her Initial Holdings pursuant to any registration under this Section 17.1(a), fifteen percentsuch holder's rights to be included in the offering shall be subordinate to the rights of Luminant, the Contributor and the members and stockholders of the other Founding Companies. 9. Article 17 is hereby amended by adding the following new Section 17.6:

FORM S-8 FILING. Within thirty (30) days after the Closing, Luminant agrees to file a registration statement on Form S-8 pursuant to which eligible Persons holding options to purchase Shares will be permitted to sell Shares to the public. Persons holding the "Vested Options" in Luminant identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested Options for a period of thirty (30) days following the Closing. 5. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the sixth line, and replacing it with "October 15, 1999." Section 17.1 is hereby amended by deleting the third sentence in its entirety and replacing it with the following: "In addition, if Luminant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of Shares offered by any Persons (including Luminant) is greater than the number of Shares that can be offered without adversely affecting the offering, Luminant may reduce the number of Shares to be offered by first reducing the number of Shares to be offered by Persons other than Luminant, the Stockholders and the members and stockholders of the Other Founding Companies, and second by reducing pro rata the number of Shares to be offered by Luminant, the Stockholders and the members and stockholders of the Other Founding Companies; provided however that in no event shall the Shares to be offered by Luminant be reduced to less than fifty percent (50%) of the offering; further provided that if the number of Shares to be offered by Luminant is already less than or equal to fifty percent (50%) of the offering, then the number of Shares to be offered by Luminant shall not be reduced; provided, further, that the reduction in the Shares offered by Luminant and the Stockholders and the stockholders and members of the Other Founding Companies shall be effected on a pro rata basis; provided that to the extent that a member or stockholder of a Founding Company has sold (in that or one or more previous offerings), fifteen percentpercent (15%) or more of his or her Initial Holdings pursuant to any registration under this Section 17.1, such holder's rights to be included in the offering shall be subordinate to the rights of Luminant and the other members and stockholders of the Founding Companies." 7. Article 17 of the Agreements is hereby amended by adding the following new Section 17.6: