Common use of Registration and Qualification Clause in Contracts

Registration and Qualification. In connection with the registration of any Registrable Securities under the Securities Act as provided in Section 2.01, Parent shall as promptly as practicable (but subject to the provisions of Section 2.01): (a) 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 to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period, provided that any such period shall be extended by the number of days in any Section 2.02 Period and/or Section 2.04(d) Period applicable to such registration; (b) furnish to the Stockholders such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the Registration Statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such documents incorporated by reference in such Registration Statement or prospectus, as the Stockholders may reasonably request; (c) promptly notify the Stockholders in writing (i) at any time when a prospectus relating to the registration pursuant to Section 2.01 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any 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, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to the Registration Statement or other document relating to such offering, and in either such case, at the request of the Stockholders prepare and furnish to the Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (the number of days from (x) the date the written notice contemplated by this paragraph (c) is given by Parent to (y) the date on which Parent delivers to the Stockholders the supplement or amendment contemplated by this paragraph (c), is referred to herein as a "Section 2.04(c) Period"); (d) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Parent Common Stock is then listed; (e) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section 2.01 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Stockholders. Each Stockholder agrees that it shall furnish to Parent such information regarding such Stockholder, the Registrable Securities held by it and the distribution proposed by such Stockholder as Parent may request in writing to the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement. Each Stockholder agrees that, subject to the 90 day period described in Section 2.02, and upon receipt of any notice from Parent of the happening of any event of the kind described in Section 2.02(c), such Stockholder will forthwith discontinue use of the prospectus and any prospectus supplement under the Registration Statement and shall suspend sales of Registrable Securities pursuant to any Registration Statement until such Stockholder receives copies of the supplement to or amendments of such registration statement or contemplated by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver to Parent all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus and the prospectus supplements then covering such Registrable Securities at the time of receipt of such notice.

Registration and Qualification. In connection Assuming the accuracy of the representations and warranties and compliance with the agreements contained in this Agreement, no registration of any Registrable Securities under the Securities Act as provided in Section 2.01, Parent shall as promptly as practicable (but subject to the provisions of Section 2.01): (a) 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 to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period, provided that any such period shall be extended by the number of days in any Section 2.02 Period and/or Section 2.04(d) Period applicable to such registration; (b) furnish to the Stockholders such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the Registration Statement (including each preliminary prospectus), in conformity with the requirements of under the Securities Act, and no qualification of an indenture under the Trust Indenture Act, are required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by this Agreement. In addition, such documents counsel shall state that they have participated in conferences with officers and other representatives of the Copano Parties, representatives of the registered independent public accounting firms for the Company and representatives of and counsel to the Initial Purchasers at which the contents of the Pricing Disclosure Package, the Offering Memorandum and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel that lead them to believe that the Pricing Disclosure Package as of the Time of Sale or the Offering Memorandum as of its date and as of the Closing Date (in each case other than (i) financial statements included or incorporated by reference in such Registration Statement therein, including the notes and schedules thereto and auditors’ reports thereon and (ii) the other financial data included or prospectusincorporated by reference therein, as the Stockholders may reasonably request; (cto which such counsel need express no belief) promptly notify the Stockholders in writing (i) at any time when a prospectus relating to the registration pursuant to Section 2.01 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes contained or contains an untrue statement of a material fact or omitted or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Copano Parties and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iiC) state that their opinion is limited to federal laws, the Delaware LLC Act, the DGCL and the laws of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment State of or supplement New York (D) with respect to the Registration Statement or other document relating to such offering, and opinions expressed in either such case, at the request of the Stockholders prepare and furnish paragraph (a) above as to the Stockholders due qualification or registration as a reasonable number of copies of a supplement to foreign corporation or an amendment of such prospectus as may be necessary so thatlimited liability company, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (the number of days from (x) the date the written notice contemplated by this paragraph (c) is given by Parent to (y) the date on which Parent delivers to the Stockholders the supplement or amendment contemplated by this paragraph (c), is referred to herein as a "Section 2.04(c) Period"); (d) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Parent Common Stock is then listed; (e) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section 2.01 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Stockholders. Each Stockholder agrees that it shall furnish to Parent such information regarding such Stockholder, the Registrable Securities held by it and the distribution proposed by such Stockholder as Parent case may request in writing to the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement. Each Stockholder agrees that, subject to the 90 day period described in Section 2.02, and upon receipt of any notice from Parent of the happening of any event of the kind described in Section 2.02(c), such Stockholder will forthwith discontinue use of the prospectus and any prospectus supplement under the Registration Statement and shall suspend sales of Registrable Securities pursuant to any Registration Statement until such Stockholder receives copies of the supplement to or amendments of such registration statement or contemplated by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver to Parent all copies, other than permanent file copies then in such Stockholder's possessionbe, of the prospectus Copano Group, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, as the case may be, and shall be provided to the prospectus supplements then covering such Registrable Securities at Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the time accuracy or descriptions of receipt real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of such notice.the members of the Company or any of the Copano Parties may be subject. [Insert Appendix 1 listing foreign qualifications of the Copano Group]

Registration and Qualification. In connection with If and whenever AT&T is required to effect the registration of any Registrable Securities under the Securities 1933 Act as provided in Section 2.01Sections 2.01 or 2.02, Parent AT&T shall as promptly as practicable (but subject to the provisions of Section 2.01Sections 2.01 and 2.02): (a) provide to the one counsel for the Holders draft copies of any registration statement or amendment prior to filing, provide the Holders (through such one counsel) with reasonable opportunity to comment upon any information contained in such documents relating to the Holders and comply with any reasonable request made by the Holders (through such one counsel) to make changes in the to any information contained in such documents relating to the Holders; (b) in respect of a registration statement under Section 2.01 (but not 2.02), prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period30 days after such registration statement becomes effective; provided, provided that any such 30-day period shall be extended by for such number of days that equals the number of days in any Section 2.02 Period and/or Section 2.04(delapsing from (x) Period applicable the date the written notice contemplated by paragraph (f) below is given by AT&T to such registration(y) the date on which AT&T delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; (bc) furnish to the Stockholders Holders of Registrable Securities, their counsel and any underwriter of such number Registrable Securities, without charge, at least one conformed copy of conformed copies of the Registration Statement such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), and such number of copies of the prospectus included in the Registration Statement such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities 1933 Act, and such documents incorporated by reference in such Registration Statement registration statement or prospectus, as the Stockholders Holders of Registrable Securities or such underwriter may reasonably request; (cd) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter of such Registrable Securities shall request, and use its reasonable efforts to obtain and maintain as necessary all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that AT&T shall not for any such purpose be required to qualify generally to do business as a foreign corporation or as a dealer in securities in any such jurisdiction wherein it is not so qualified or to consent to general service of process or subject itself to tax in any such jurisdiction; (e) in connection with any underwritten offering, use its reasonable efforts to furnish an opinion of counsel for AT&T, addressed to the underwriters participating in such offering, and a "cold comfort" letter, addressed to any Holders participating in such offering and the underwriters, signed by the independent public accountants who have audited the financial statements of AT&T included in the applicable registration statement, in each such case in customary form and covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of AT&T's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of AT&T securities; (f) promptly notify the Stockholders Selling Holders in writing (i) at any time when a prospectus relating to the a registration pursuant to Section Sections 2.01 or 2.02 is required to be delivered under the Securities 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any 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, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for over any amendment of or supplement to the Registration Statement any registration statement or other document relating to such offering, and in the case of either such case(i) or (ii), at the request of the Stockholders Selling Holders (and subject to Section 2.04(c)) prepare and furnish to the Stockholders Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, (iii) of the number issuance by the Commission of days from any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (xiv) if at any time the date the written notice representations and warranties of AT&T contemplated by this paragraph Section 2.05 hereof cease to be true and correct in all material respects and (cv) is given of the receipt by Parent to (y) the date on which Parent delivers AT&T of any notification with respect to the Stockholders suspension of the supplement qualification of the Registrable Securities for sale in any jurisdiction or amendment contemplated by this paragraph (c), is referred the initiation or threatening of any proceeding for such purpose and provide the Selling Holders with copies of any comments or other communications received from the Commission or any other regulatory body or other body having jurisdiction over the registration statement or other documents relating to herein as a "Section 2.04(c) Period")such offering; (dg) in respect of a registration statement under Section 2.01 (but not 2.02), use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto as promptly as practicable; (h) if reasonably requested by Holders, or the lead or managing underwriters, use its reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Parent Common Stock is then listed, provided that nothing herein shall require the Company to list any Registrable Securities on any securities exchange on which they are not currently listed; (ei) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling StockholdersHolders or the underwriters; (j) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earnings statement of AT&T and its subsidiaries complying with Section 11(a) of the 1933 Act; (k) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and (l) in respect of a Registration Statement under Section 2.01 take such other actions as are reasonably required on the part of an issuer of securities in order to expedite or facilitate the disposition of Registrable Securities included in such registration statement. Each Stockholder agrees that it shall AT&T may require the Holders to furnish to Parent AT&T such information regarding such Stockholder, the Holders and the distribution of the Registrable Securities held by it and the distribution proposed by such Stockholder as Parent AT&T may from time to time reasonably request in writing to for the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement. Each Stockholder agrees that, subject to purpose of registering the 90 day period described in Section 2.02, and upon receipt of any notice from Parent of the happening of any event of the kind described in Section 2.02(c), such Stockholder will forthwith discontinue use of the prospectus and any prospectus supplement under the Registration Statement and shall suspend sales of Registrable Securities pursuant to any Registration Statement until such Stockholder receives copies of the supplement to or amendments of such registration statement or contemplated by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver to Parent all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus and the prospectus supplements then covering such Registrable Securities at the time of receipt of such noticeSecurities.

Registration and Qualification. In connection Assuming the accuracy of the representations and warranties and compliance with the agreements contained in the Purchase Agreement, no registration of any Registrable Securities under the Securities Act as provided in Section 2.01, Parent shall as promptly as practicable (but subject to the provisions of Section 2.01): (a) 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 to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period, provided that any such period shall be extended by the number of days in any Section 2.02 Period and/or Section 2.04(d) Period applicable to such registration; (b) furnish to the Stockholders such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the Registration Statement (including each preliminary prospectus), in conformity with the requirements of under the Securities Act, and no qualification of an indenture under the Trust Indenture Act, are required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by the Purchase Agreement. In addition, such documents incorporated by reference counsel shall state that they have participated in conferences with officers and other representatives of the Copano Parties, representatives of the independent public accountants of the Company and representatives of the Initial Purchasers at which the contents of the Offering Memorandum and related matters were discussed, and although such Registration Statement counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or prospectusfairness of the statements contained in the Offering Memorandum (except to the extent specified in paragraph (h) above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Preliminary Offering Memorandum and Pricing Supplement as of the Stockholders may reasonably request; Time of Execution and as of the Closing Date, or the Final Offering Memorandum as of its date and as of the Closing Date (c) promptly notify the Stockholders in writing each case other than (i) at any time when a prospectus relating to the registration pursuant to Section 2.01 is required to be delivered under financial statements included therein, including the Securities Act of notes and schedules thereto and auditors’ reports thereon, and (ii) the happening of any event as a result of which the prospectus other financial and statistical data included in such registration statementtherein, as then in effect, includes to which such counsel need express no belief) contained or contains an untrue statement of a material fact or omitted or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Copano Parties and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iiC) state that their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, the Texas LP Act, the Texas LLC Act and the laws of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment State of or supplement New York (D) with respect to the Registration Statement or other document relating to such offering, and opinions expressed in either such case, at the request of the Stockholders prepare and furnish paragraph (a) above as to the Stockholders due qualification or registration as a reasonable number of copies of a supplement to foreign limited partnership, corporation or an amendment of such prospectus as may be necessary so thatlimited liability company, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (the number of days from (x) the date the written notice contemplated by this paragraph (c) is given by Parent to (y) the date on which Parent delivers to the Stockholders the supplement or amendment contemplated by this paragraph (c), is referred to herein as a "Section 2.04(c) Period"); (d) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Parent Common Stock is then listed; (e) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section 2.01 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Stockholders. Each Stockholder agrees that it shall furnish to Parent such information regarding such Stockholder, the Registrable Securities held by it and the distribution proposed by such Stockholder as Parent case may request in writing to the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement. Each Stockholder agrees that, subject to the 90 day period described in Section 2.02, and upon receipt of any notice from Parent of the happening of any event of the kind described in Section 2.02(c), such Stockholder will forthwith discontinue use of the prospectus and any prospectus supplement under the Registration Statement and shall suspend sales of Registrable Securities pursuant to any Registration Statement until such Stockholder receives copies of the supplement to or amendments of such registration statement or contemplated by Section 2.02(c), and, if so directed by Parent, such Stockholder will deliver to Parent all copies, other than permanent file copies then in such Stockholder's possessionbe, of the prospectus Copano Group, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Appendix 1 (each of which will be dated not more than fourteen days prior to such Closing Date, as the case may be, and shall be provided to the prospectus supplements then covering such Registrable Securities at Initial Purchasers), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the time accuracy or descriptions of receipt real or personal property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of such notice.the members of the Company or any of the Copano Entities may be subject. [Insert Appendix 1 listing foreign qualifications of Copano Group]