Common use of Form S-8 Clause in Contracts

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days after the date on which the Effective Time occurs, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to assumed Company Options eligible for registration on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) 15 business days after the date on which the Effective Time occursClosing Date, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to assumed Company Options eligible for registration on Form S-8 and shall use all reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days after the date on which the Effective Time occursClosing Date, a registration statement on Form S-8 (or any successor form), if available for use by Parent, ) relating to the shares of Parent Common Stock issuable with respect to assumed Company Options and issuable upon settlement of Company Restricted Stock Units eligible for registration on Form S-8 and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file with the SEC, SEC as soon as practicable but no later than ten twenty (1020) business days after the date on which following the Effective Time occurs, a registration statement on Form S-8 (or any successor form)under the Securities Act covering, if available for use by Parentto the extent applicable, relating to the shares of Parent Common Stock issuable with respect to assumed be issued upon the exercise of Company Options eligible for registration on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstandingassumed by Parent.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days Business Days after the date on which the Effective Time occurs, a registration statement on Form S-8 (or any successor form), form or other applicable form if available a Form S-8 is for any reason unavailable for use by ParentParent at such time), relating to the shares of common stock of Parent Common Stock issuable with respect to underlying the assumed Company Stock Options eligible for registration on Form S-8 and Company RSUs and shall use all reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights Company Equity Awards remain outstanding.

Form S-8. Parent agrees to file with As soon as practicable following the SECEffective Time, no later than but in any event within ten (10) business days after Business Days thereafter, Parent shall prepare and file with the date on which the Effective Time occurs, SEC a registration statement on Form S-8 (or any successor other available form), if available for use by Parent, relating to ) covering the shares of Parent Common Stock issuable with respect pursuant to assumed Company Options eligible for registration on Form S-8 the Continuing Options, and shall use all its reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights Continuing Options remain outstanding.

Form S-8. Parent agrees to file with As soon as practicable after the SECEffective Time, but in no event later than ten (10) business days after the date on which Business Days following the Effective Time occursTime, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to ) registering the number of shares of Parent Common Stock issuable with respect to upon the exercise of all assumed Company Options and settlement of assumed Company RSUs, in each case that are eligible for registration to be registered on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstandingS-8.

Form S-8. Parent agrees to file with As soon as practicable after the SEC, Effective Time (but in no event later than ten (10) business days after the date on which Business Days following the Effective Time occursTime), Parent shall cause to be filed with the SEC a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to assumed such Parent Stock Options, Parent Restricted Stock Units, and Company Options LTIP Awards eligible for registration on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstandingS-8.

Form S-8. Parent agrees to file with the SEC, no No later than ten (10) business days after the date on which Effective Time, Parent shall file with the Effective Time occursSEC a Registration Statement, a registration statement on Form S-8 (or any successor form)other appropriate form under the Securities Act, if available for use by Parent, relating to the shares of register Parent Common Stock issuable with respect to assumed Company upon exercise of the Parent Exchange Options eligible for registration on Form S-8 and following the Effective Time. Parent shall use all commercially reasonable efforts to maintain cause such Registration Statement to remain effective until the effectiveness exercise or expiration of such registration statement thereafter for so long as any of such options or other rights remain outstandingoptions.

Form S-8. Parent agrees to shall file with the SEC, no later than ten on or before the ninetieth (1090th) business days day after the date on which the Effective Time occursTime, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to registering the shares of Parent Common Stock issuable with respect to assumed upon exercise of any Company Options eligible assumed by Parent pursuant to Section 3.1(f) which are granted to employees, officers, and directors of, and bona fide consultants to, the Company, if they are individuals for registration on whom a Form S-8 and registration statement is available. Parent shall use all its commercially reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long such period as any of such options or other rights Company Options remain outstanding.

Form S-8. Parent agrees to file with the SEC, As soon as practicable (but in no later event more than ten five (105) business days Business Days) after the date on which the Effective Time occursTime, Parent shall file a registration statement Registration Statement on Form S-8 (or any successor form), if available for use by Parent, relating to with the SEC covering the shares of Parent Common Stock issuable with respect to assumed Company Options eligible for registration on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstandingassumed by Parent in accordance with Section 7.13(a).

Form S-8. Parent agrees to file with the SEC, no later than ten five (105) business days Business Days after the date on which the Effective Time occurs, a registration statement on Form S-8 (or any successor form), form or other applicable form if available a Form S-8 is for any reason unavailable for use by ParentParent at such time), relating to the shares of common stock of Parent Common Stock issuable with respect to underlying the assumed Company Options eligible for registration on Form S-8 Equity Awards and shall use all reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights Company Equity Awards remain outstanding.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days after the date on which the Effective Time occursClosing, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the "FORM S-8 REGISTRATION Statement") covering the shares of Parent Common Stock issuable with respect pursuant to outstanding options under the Company Stock Plan assumed Company Options eligible for registration on Form S-8 and by Parent. Parent shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for Form S-8 Registration Statement so long as any to permit the public resale of the securities covered thereby. Company shall cooperate with and assist Parent in the preparation of such options or other rights remain outstandingForm S-8 Registration Statement.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days after the date on which SEC as soon as possible following the Effective Time occursTime, and in any event within 5 Business Days following the Effective Time, and to use commercially reasonable efforts to maintain the effectiveness of, a registration statement on Form S-8 (or any successor form)under the Securities Act covering, if available for use by Parentto the extent applicable, relating to the shares of Parent Common Stock issuable with respect to be issued upon the exercise of Company Stock Options and Supplemental Options of the Company assumed Company Options eligible for registration on Form S-8 and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstandingby Parent.

Form S-8. Parent agrees to file with the SEC, no No later than ten five (105) business days after the date on which Effective Time, the Effective Time occurs, Parent shall file with the SEC a registration statement on Form S-8 (an appropriate form or any successor form)a post-effective amendment to a previously filed registration statement under the Securities Act, if available for use by Parent, relating with respect to the shares of Parent Common Stock issuable with in respect to assumed of Company Options eligible for registration on Form S-8 Stock Options, and shall use all its reasonable best efforts to maintain the effectiveness current status of such registration statement thereafter the prospectus contained therein, as well as comply with any applicable state securities or Blue Sky Laws, for so as long as any of such options or other rights remain outstanding.

Form S-8. Parent agrees to file with the SEC, no later than ten (10) business days Business Days after the date on which the First Effective Time occurs, a registration statement on Form S-8 (or any successor form), form or other applicable form if available a Form S-8 is for any reason unavailable for use by ParentParent at such time), relating to the shares of Parent Common QVC Series A Stock issuable with respect to assumed Company underlying the Assumed Options eligible for registration on Form S-8 and Assumed RSUs and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights Assumed Options and Assumed RSUs remain outstanding.