Common use of Form S-8 Clause in Contracts

Form S-8. Acquiror agrees to use its best efforts to file as soon as possible, and in no event later than 30 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best commercially reasonable efforts to file as soon as possible, and in no event later than 30 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 within ten (10) business days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 20 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 90 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror; PROVIDED, that Acquiror has received not less than ten business days prior to such projected filing date, all option documentation relating to the outstanding options); and PROVIDED FURTHER, that such options qualify for registration on such Form S-8. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 3 business days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 10 business days after the ClosingClosing Date, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options and rights under the Target Stock Option Plan and the Executive Agreement assumed by AcquirorAcquiror hereunder. The Sellers shall, and shall cause Target shall to, cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 60 days after the ClosingClosing Date, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target The Company shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Acquiror Common Stock to be issued upon exercise of such options will be duly authorized, validly issued, fully paid and nonassessable.

Form S-8. Acquiror agrees to use its best efforts to file as soon as possiblefile, and in no event later than 30 10 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement. The shares of Target optionees shall have no right to exercise options for Acquiror Common Stock assumed pursuant to be issued upon exercise Section 6.8 until the effective date of such options will be duly authorized, validly issued, fully paid and nonassessableregistration statement on Form S-8.