Common use of Registration Mechanics Clause in Contracts

Registration Mechanics. In connection with any offering of shares of Subject Stock registered pursuant to Section 5.1 or 5.2 hereof, the Company shall (i) furnish to Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (x) use reasonable efforts to register or qualify the Subject Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder shall reasonably request and (y) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.3; (iii) use reasonable efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company to enable Shareholder to consummate the Disposition of such shares of Subject Stock; (iv) notify Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Board of Directors as to whether to cease all sales under such registration statement), at the request of Shareholder prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable efforts to comply with all applicable rules and regulations of the Commission; (vi) use reasonable efforts to list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Stock covered by such registration statement on the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, furnish to Shareholder and its counsel copies of such documents and permit Shareholder and its counsel to review and comment on such documents. Upon any registration becoming effective pursuant to Section 5.1, the Company shall use reasonable efforts to keep such registration statement current for a period of ninety (90) days or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1.

Registration Mechanics. (a) In connection with any offering of shares of Subject Stock Securities registered pursuant to Section 5.1 3.1 or 5.2 hereof3.2 herein, the Company shall (i) furnish to Shareholder the Registering Stockholders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it any Registering Stockholder may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xii)(A) use reasonable its best efforts to register or qualify the Subject Stock Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder the Registering Stockholders shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.33.3; (iii) use reasonable its best efforts to cause all shares of Subject Stock Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary necessary, in the opinion of counsel to the Company Registering Stockholders, to enable Shareholder the Registering Stockholders to consummate the Disposition disposition of such shares of Subject StockSecurities; (iv) notify Shareholder the Registering Stockholders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder any Registering Stockholder promptly prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable its best efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use reasonable its best efforts to listlist the Subject Securities covered by such registration statement on the New York Stock Exchange or on any other Exchange on which the Subject Securities are then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the applicable securities exchange or, if securities independent public accountants for the Company in customary form and covering matters of the same class are then so listed, the Subject Stock type customarily covered by such letters as may be reasonably requested by the Registering Stockholders, in the event of a registration statement on effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listedRegistering Stockholders reasonably request in order to effect an underwritten public offering; and (viiix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder each Registering Stockholder and its counsel copies of such documents documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and permit Shareholder (y) instruct any transfer agent and its counsel registrar of the Subject Securities to review and comment on release any stop transfer orders with respect to such documentsSubject Securities. Upon any registration becoming effective pursuant to Section 5.13.1, the Company shall use reasonable its best efforts to keep such registration statement current for a period of ninety 60 days (90or 90 days, if the Company is eligible to use a Form S-3, or successor form) days or such shorter period as shall be necessary to effect the distribution of the Subject StockSecurities. (b) Before filing with the SEC any registration statement referred to herein or any amendments or supplements thereto, the Company shall furnish to the Registering Stockholders or their respective counsel copies of all such documents proposed to be filed, in order to give the Registering Stockholders or their respective counsel sufficient time to review such documents, and such documents may thereafter be filed subject to any timely and reasonable comments of the Registering Stockholders or their respective counsel. Shareholder The Company shall (i) deliver promptly to the Registering Stockholders or their respective counsel copies of all written communications between the Company and the SEC relating to the registration statement, and (ii) advise the Registering Stockholders or their respective counsel promptly of, and provide the Registering Stockholders or their respective counsel with the opportunity to participate in (to the extent reasonably practicable), all telephonic and other non-written communications between the Company and the SEC relating to such registration statement. The Company shall respond promptly to any comments from the SEC with respect thereto, after consultation with the Registering Stockholders or their respective counsel, and shall take such other actions as shall be reasonably required in order to have each such registration statement declared effective under the Securities Act as soon as reasonably practicable following the date hereof. (c) Each Registering Stockholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause subdivision (iv) of this Section 5.33.3, it will forthwith discontinue its Disposition disposition of Subject Stock Securities pursuant to the registration statement relating to such Subject Stock Securi- ties until its receipt of the copies of the supplemented or amended prospectus contemplated by clause subdivision (iv) of this Section 5.3 3.3 and, if so directed by the Company, will deliver to the Company all copies (other than permanent file copies) then in its possession of the prospectus relating to such Subject Stock Securities current at the time of receipt of such notice. If Shareholderany Registering Stockholder's Disposition disposition of Subject Stock Securities is discontinued pursuant to the foregoing sentence, sentence unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock Securities by Shareholder at least thirty (30) consecutive days and the Registering Stockholder for an aggregate of ninety 60 days (90) or 90 days, if the Company is eligible to use a Form S-3, or successor form), whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is the Registering Stockholders are entitled pursuant to Section 5.13.1.

Registration Mechanics. In connection with any offering of shares of Subject Stock registered pursuant to Section 5.1 or 5.2 hereof5.01 and 5.02 herein, the Company Issuer shall (i) furnish to Shareholder Subscriber such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company Issuer shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xii)(A) use reasonable its best efforts to register or qualify the Subject Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder Subscriber shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, that the Company Issuer shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.35.03; (iii) use reasonable its best efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company Issuer to enable Shareholder Subscriber to consummate the Disposition disposition of such shares of Subject Stock; (iv) notify Shareholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act notify Subscriber upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Issuer's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder Subscriber promptly prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable its best efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use reasonable its best efforts to list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Stock covered by such registration statement on the NYSE, the Paris New York Stock Exchange and or on any other principal securities exchange on which such class of Voting Securities Subject Stock is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder Subscriber and its counsel copies of such documents documents. In connection with the closing of any offering of Subject Stock registered pursuant to Section 5.01 or 5.02, Issuer shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Stock being sold in such denominations as requested and permit Shareholder (y) instruct any transfer agent and its counsel registrar of the Subject Stock to review and comment on release any stop transfer orders with respect to such documentsSubject Stock. Upon any registration becoming effective pursuant to Section 5.15.01 or 5.02, the Company Issuer shall use reasonable its best efforts to keep such registration statement current effective for a period of ninety 60 days (90or 90 days, if Issuer is eligible to use a Form S-3, or successor form) days or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder Subscriber agrees that upon receipt of any notice from the Company Issuer of the happening of any event of the kind described in clause subdivision (iv) of this Section 5.35.03, it will forthwith discontinue its Disposition disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause subdivision (iv) of this Section 5.3 5.03 and, if so directed by the CompanyIssuer, will deliver to the Company Issuer all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If ShareholderSubscriber's Disposition disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company Issuer thereafter extends the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and Subscriber for an aggregate of ninety 60 days (90) or 90 days, if Issuer is eligible to use a Form S-3, or successor form), whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder Subscriber is entitled pursuant to Section 5.15.01.

Registration Mechanics. (a) In connection with any offering of shares of Subject Stock registered pursuant to Section 5.1 5.01 or 5.2 hereof5.02 herein, the Company shall (i) furnish to Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xA) use reasonable its best efforts to register or qualify the Subject Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the 14 18 laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.35.04; (iii) use reasonable its best efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company to enable Shareholder to consummate the Disposition disposition of such shares of Subject Stock; (iv) notify Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder promptly prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable its best efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use reasonable its best efforts to list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Stock covered by such registration statement on the NYSE, the Paris Stock Exchange and NYSE or on any other principal securities exchange on which such class of Voting Securities Subject Stock is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder and its counsel copies of such documents documents; and permit (viii) furnish to Shareholder, addressed to it, an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement relating to any underwritten offering covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of counsel delivered to underwriters in underwritten public offerings of securities. (b) In connection with any offering of Subject Stock registered pursuant to Section 5.01 or 5.02, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Stock being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Stock to release any stop transfer orders with respect to such Subject Stock. (c) At any time that Parent shall not be entitled to designate a nominee for election to the Board of Directors pursuant to Section 3.02, in connection with the preparation and filing of each registration statement registering Subject Stock under the 1933 Act, the Company will give Shareholder and the underwriters, if any, and their respective counsel and accountants (collectively, the "Inspectors"), such reasonable and customary access to its counsel books and records (collectively, the "Records") and such opportunities to review discuss the business of the Company with its officers and comment on the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of Shareholder and such documentsunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act. Records which the Company reasonably determines to be confidential and which it notifies the Inspectors in writing are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary or appropriate to avoid or correct a misstatement or omission in the registration statement, (ii) the portion of the Records to be disclosed has otherwise become publicly known, (iii) the information in such Records is to be used in connection with any litigation or governmental investigation or hearing relating to any registration statement or (iv) the release of such Records is ordered pursuant to a subpoena or other order. Shareholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company. (d) Upon any registration becoming effective pursuant to Section 5.15.01, the Company shall use reasonable its best efforts to keep such registration statement current for a period of ninety (90) 90 days or such shorter period as shall be necessary to effect the distribution of the Subject Stock. . (e) Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.35.04(a), it will forthwith discontinue its Disposition disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 5.03(a) and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) 90 days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.15.01.

Registration Mechanics. In connection with any offering registration of shares of Subject Stock registered the Registrable Shares effected pursuant to Section 5.1 Sections 3 or 5.2 hereof4 the Corporation shall: (a) prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the registration statement current and effective and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the registration statement for the period required to effect the distribution thereof, and to use its best efforts to make any corrections or updates to the Company shall registration statement or prospectus as promptly as practicable; (ib) furnish to Shareholder the Holder such number of copies of any prospectus, prospectus (supplement or offering circular, including a preliminary prospectus, and summary prospectuses) of a full registration statement and conformed copies exhibits in conformity with the requirements of the registration statement (including amendments or supplements thereto andSecurities Act and the rules and regulations thereunder, in each case, all exhibits) and such other documents as it the Holder may reasonably request, but only while request in order to facilitate the Company shall be required under the provisions hereof to cause the registration statement to remain current; disposition of such securities; (ii) (xc) use reasonable its best efforts to register or qualify the Subject Stock Registrable Shares covered by such the registration statement under the securities or "blue sky" laws of such blue sky state jurisdictions of the United States as the Holder may reasonably request, and to accomplish any and all other acts and things which may be necessary or other state securities laws for offer advisable to permit sales in such jurisdictions of such Registrable Shares and sale as Shareholder shall reasonably request and (y) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided; (d) in connection with an underwritten public offering, howeverto enter into an underwriting agreement in form and substance customary under the circumstances, which shall include (i) provisions for any "lock up" period, during which the sale of Shares and securities convertible into Shares by the Corporation or its Affiliates will be restricted, that may reasonably be required by the Company shall not be obligated managing underwriter thereof and (ii) indemnification and contribution provisions and procedures that are no less favorable to qualify the underwriters than those set forth in Section 10 hereof and otherwise reasonably satisfactory to do business as a foreign corporation under the laws of managing underwriter; (e) in connection with any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.3; (iii) use reasonable efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion underwritten public offering, obtain opinions of counsel to the Company Corporation (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to enable Shareholder the managing underwriter) addressed to consummate the Disposition Holder and the underwriters, covering such matters as are customarily covered in opinions requested in underwritten offerings of equity and convertible debt securities and such shares other matters as may be reasonably requested by the Holder and the underwriters (it being agreed that the matters to be covered by such opinions shall include, without limitation, the absence from the registration statement and the prospectus, including the documents incorporated by reference therein and any prospectus supplement thereto, of Subject Stock; an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading); (ivf) notify Shareholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, notify the Holder upon discovery that, or upon 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 facts required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Board of Directors as to whether to cease all sales under such registration statement)) unless such untrue statement or omission has been made upon and in conformity with information furnished in writing to the Corporation by the Holder or any underwriter or any person who controls any of them within the meaning of Section 15 of the Securities Act or any director or officer of any of the foregoing, as the case may be, specifically for use in connection with the preparation of the registration statement, at the request of Shareholder the Holder prepare and furnish to it 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 Holders of such 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 not misleading, in the light of the circumstances under which they were made; (g) in connection with any underwritten public offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of the Corporation (and, if necessary, from the independent public accountants of any subsidiary of the Corporation or of any business acquired by the Corporation for which financial statements and financial data are, or are required to be, included in the relevant registration statement), addressed to the Holder (if the Holder has provided such letter, representations or documentation, if any, required for such "cold comfort" letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; (h) use its best efforts to cause the Registrable Shares to be listed on or included for quotation on any stock exchange or trading system on which the Shares then primarily trade; (i) provide a CUSIP number for all Registrable Securities, not later than the effective date of such registration statement; (j) if requested by any managing underwriter or underwriters of Registrable Shares, participate and use its best efforts to cause its executive officers to participate in any "roadshow" or other marketing activities intended to aid in the successful disposition of the Registrable Shares; and (vk) otherwise use upon the request of the Holder take reasonable efforts to comply with make available for inspection by the Holder and the underwriters, if any, and their respective advisers all applicable rules financial and regulations other records, pertinent corporate documents of the Commission; (vi) use Corporation and cause the Corporation's officers, directors and employees to take reasonable efforts to listsupply all information reasonably requested by the Holder, the underwriters, if required by the rules of the applicable securities exchange orany, if securities of the same class are then so listed, the Subject Stock covered by or any such adviser in connection with such registration statement on the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, furnish to Shareholder and its counsel copies of such documents and permit Shareholder and its counsel to review and comment on such documents. Upon any registration becoming effective pursuant to Section 5.1, the Company shall use reasonable efforts to keep as long as such registration statement current for a period of ninety (90) days shall not have been postponed, delayed or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3withdrawn, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1thereof terminated).

Registration Mechanics. In connection with any offering of shares of Subject Stock Securities registered pursuant to Section 5.1 or 5.2 hereof2.1 and 2.2 herein, the Company Newco shall (i) furnish to Shareholder the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company Newco shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xii)(A) use its commercially reasonable efforts to register or qualify the Subject Stock Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder the holders of such Subject Securities shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, that the Company Newco shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.32.3; (iii) use its commercially reasonable efforts to cause all shares of Subject Stock Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company Newco to enable Shareholder the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, to consummate the Disposition disposition of such shares of Subject StockSecurities; (iv) notify Shareholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act 1933 Act, notify the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Newco's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, promptly prepare and furnish to it them 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use its commercially reasonable efforts to list, list (if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, ) the Subject Stock Securities covered by such registration statement on the NYSE, the Paris New York Stock Exchange and or on any other principal securities exchange or the Nasdaq Stock Market on which such class of Voting Subject Securities is are then listedlisted or traded; and (vii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder the Demanding Holders, Demanding Shareholders or Registering Holders, as the case may be, and its their counsel copies of such documents documents. In connection with the closing of any offering of Subject Securities registered pursuant to Section 2.1 or 2.2, Newco shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and permit Shareholder (y) instruct any transfer agent and its counsel registrar of the Subject Securities to review and comment on release any stop transfer orders with respect to such documentsSubject Securities. Upon any registration becoming effective pursuant to Section 5.12.1 or 2.2, the Company Newco shall use reasonable its best efforts to keep such registration statement current effective for a period of ninety (90) 270 days or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1Securities.

Registration Mechanics. In connection with any offering registration of shares of Subject Stock registered the Registrable Shares effected pursuant to Section 5.1 3 the Corporation shall: (a) prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus or 5.2 hereofoffering circular used in connection therewith as may be necessary to keep the registration statement current and effective and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the registration statement for the period required to effect the distribution thereof, and to use its best efforts to make any corrections or updates to the Company shall registration statement or prospectus as promptly as practicable; (ib) furnish to Shareholder the Holder such number of copies of any prospectus, prospectus (supplement or offering circu1ar, including a preliminary prospectus, and summary prospectuses) of a full registration statement and conformed copies exhibits in conformity with the requirements of the registration statement Securities Act and the rules and regulations thereunder, as the Holder may reasonab1y request in order to facilitate the disposition of such securities; (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xc) use reasonable its best efforts to register or qualify the Subject Stock Registrable Shares covered by such the registration statement under the securities or “blue sky” laws of such blue sky state jurisdictions of the United States as the Holder may reasonably request, and to accomplish any and all other acts and things which may be necessary or other state securities laws for offer advisable to permit sales in such jurisdictions of such Registrable Shares and sale as Shareholder shall reasonably request and (y) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided; (d) in connection with an underwritten public offering, howeverto enter into an underwriting agreement in form and substance customary under the circumstances, which shall include (i) provisions for any “lock up” period, during which the sale of Shares and securities convertible into Shares by the Corporation or its Affiliates will be restricted, that may reasonably be required by the Company shall not be obligated managing underwriter thereof and (ii) indemnification and contribution provisions and procedures that are no less favorable to qualify the underwriters than those set forth in Section 9 hereof and otherwise reasonably satisfactory to do business as a foreign corporation under the laws of managing underwriter; (e) in connection with any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.3; (iii) use reasonable efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion underwritten public offering, obtain opinions of counsel to the Company Corporation (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to enable Shareholder the managing underwriter) addressed to consummate the Disposition Holder and the underwriters, covering such matters as are customarily covered in opinions requested in underwritten offerings of equity and convertible debt securities and such shares other matters as may be reasonably requested by the Holder and the underwriters (it being agreed that the matters to be covered by such opinions shall include, without limitation, the absence from the registration statement and the prospectus, including the documents incorporated by reference therein and any prospectus supplement thereto, of Subject Stock; an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading); (ivf) notify Shareholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, notify the Holder upon discovery that, or upon 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 facts required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Board of Directors of the Corporation as to whether to cease all sales under such registration statement)) unless such untrue statement or omission has been made upon and in conformity with information furnished in writing to the Corporation by the Holder or any underwriter or any person who controls any of them within the meaning of Section 15 of the Securities Act or any director or officer of any of the foregoing, as the case may be, specifically for use in connection with the preparation of the registration statement, at the request of Shareholder the Holder prepare and furnish to it 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 Holders of such 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 not misleading, in the light of the circumstances under which they were made; (g) in connection with any underwritten public offering, obtain “cold comfort” letters and updates thereof from the independent public accountants of the Corporation (and, if necessary, from the independent public accountants of any subsidiary of the Corporation or of any business acquired by the Corporation for which financial statements and financial data are, or are required to be, included in the relevant registration statement), addressed to the Holder (if the Holder has provided such letter, representations or documentation, if any, required for such “cold comfort” letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; (h) use its best efforts to cause the Registrable Shares to be listed on or included for quotation on any stock exchange or trading system on which the Shares then primarily trade; (i) provide a CUSIP number for all Registrable Securities, not later than the effective date of such registration statement; (j) if requested by any managing underwriter or underwriters of Registrable Shares, participate and use its best efforts to cause its executive officers to participate in any “roadshow” or other marketing activities intended to aid in the successful disposition of the Registrable Shares; and (vk) otherwise use upon the request of the Holder take reasonable efforts to comply with make available for inspection by the Holder and the underwriters, if any, and their respective advisers all applicable rules financial and regulations other records, pertinent corporate documents of the Commission; (vi) use Corporation and cause the Corporation’s officers, directors and employees to take reasonable efforts to listsupply all information reasonably requested by the Holder, the underwriters, if required by the rules of the applicable securities exchange orany, if securities of the same class are then so listed, the Subject Stock covered by or any such adviser in connection with such registration statement on the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, furnish to Shareholder and its counsel copies of such documents and permit Shareholder and its counsel to review and comment on such documents. Upon any registration becoming effective pursuant to Section 5.1, the Company shall use reasonable efforts to keep as long as such registration statement current for a period of ninety (90) days shall not have been postponed, delayed or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3withdrawn, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1thereof terminated).

Registration Mechanics. (a) In connection with any offering of shares of Subject Stock registered pursuant to Section 5.1 or 5.2 hereofherein, the Company shall (i) furnish to Shareholder such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) ) (xA) use reasonable its best efforts to register or qualify the Subject Stock covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.35.4; (iii) use reasonable its best efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company to enable Shareholder to consummate the Disposition disposition of such shares of Subject Stock; (iv) notify Shareholder any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder promptly prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable its best efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use reasonable its best efforts to list, if required by the rules of the applicable securities exchange or, if securities of the same class are then so listed, the Subject Stock covered by such registration statement on the NYSE, the Paris Stock Exchange and NYSE or on any other principal securities exchange on which such class of Voting Securities Subject Stock is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder and its counsel copies of such documents documents; and permit (viii) furnish to Shareholder, addressed to it, an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement relating to any underwritten offering covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of counsel delivered to underwriters in underwritten public offerings of securities. (b) In connection with any offering of Subject Stock registered pursuant to Section 5.1 or 5.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Stock being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Subject Stock to release any stop transfer orders with respect to such Subject Stock. (c) At any time that Parent shall not be entitled to designate a nominee for election to the Board of Directors pursuant to Section 3.2, in connection with the preparation and filing of each registration statement registering Subject Stock under the 1933 Act, the Company will give Shareholder and the underwriters, if any, and their respective counsel and accountants (collectively, the "Inspectors"), such reasonable and customary access to its counsel books and records (collectively, the "Records") and such opportunities to review discuss the business of the Company with its officers and comment on the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of Shareholder and such documentsunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act. Records which the Company reasonably determines to be confidential and which it notifies the Inspectors in writing are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary or appropriate to avoid or correct a misstatement or omission in the registration statement, (ii) the portion of the Records to be disclosed has otherwise become publicly known, (iii) the information in such Records is to be used in connection with any litigation or governmental investigation or hearing relating to any registration statement or (iv) the release of such Records is ordered pursuant to a subpoena or other order. Shareholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company. (d) Upon any registration becoming effective pursuant to Section 5.1, the Company shall use reasonable its best efforts to keep such registration statement current for a period of ninety (90) 90 days or such shorter period as shall be necessary to effect the distribution of the Subject Stock. . (e) Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.35.4(a), it will forthwith discontinue its Disposition disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 5.3(a) and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) 90 days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1.

Registration Mechanics. (a) In connection with any offering of shares of Subject Stock Securities registered pursuant to Section 5.1 3.1 or 5.2 hereof3.2 herein, the Company shall (i) furnish to Shareholder the Registering Shareholders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it any Registering Stockholder may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xii)(A) use reasonable its best efforts to register or qualify the Subject Stock Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder the Registering Shareholders shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, provided that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.33.3; (iii) use reasonable its best efforts to cause all shares of Subject Stock Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary necessary, in the opinion of counsel to the Company Registering Shareholders, to enable Shareholder the Registering Shareholders to consummate the Disposition disposition of such shares of Subject StockSecurities; (iv) notify Shareholder the Registering Shareholders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Company's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder any Registering Stockholder promptly prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable its best efforts to comply with all applicable rules and regulations of the CommissionSEC; (vi) use reasonable its best efforts to listlist the Subject Securities covered by such registration statement on the New York Stock Exchange or on any other Exchange on which the Subject Securities are then listed, if required by the rules of any such Exchange; (vii) use its best efforts to obtain a "cold comfort" letter from the applicable securities exchange or, if securities independent public accountants for the Company in customary form and covering matters of the same class are then so listed, the Subject Stock type customarily covered by such letters as may be reasonably requested by the Registering Shareholders, in the event of a registration statement on effected pursuant to Section 3.1 hereof; (viii) execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listedRegistering Shareholders reasonably request in order to effect an underwritten public offering; and (viiix) before filing any registration statement or any amendment or supplement thereto, and as far in advance as is reasonably practicable, furnish to Shareholder each Registering Stockholder and its counsel copies of such documents documents. In connection with any offering of Subject Securities registered pursuant to Section 3.1 or 3.2, the Company shall (x) furnish to the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and permit Shareholder (y) instruct any transfer agent and its counsel registrar of the Subject Securities to review and comment on release any stop transfer orders with respect to such documentsSubject Securities. Upon any registration becoming effective pursuant to Section 5.13.1, the Company shall use reasonable its best efforts to keep such registration statement current for a period of ninety 60 days (90or 90 days, if the Company is eligible to use a Form S-3, or successor form) days or such shorter period as shall be necessary to effect the distribution of the Subject StockSecurities. (a) Before filing with the SEC any registration statement referred to herein or any amendments or supplements thereto, the Company shall furnish to the Registering Shareholders or their respective counsel copies of all such documents proposed to be filed, in order to give the Registering Shareholders or their respective counsel sufficient time to review such documents, and such documents may thereafter be filed subject to any timely and reasonable comments of the Registering Shareholders or their respective counsel. Shareholder The Company shall (i) deliver promptly to the Registering Shareholders or their respective counsel copies of all written communications between the Company and the SEC relating to the registration statement, and (ii) advise the Registering Shareholders or their respective counsel promptly of, and provide the Registering Shareholders or their respective counsel with the opportunity to participate in (to the extent reasonably practicable), all telephonic and other non-written communications between the Company and the SEC relating to such registration statement. The Company shall respond promptly to any comments from the SEC with respect thereto, after consultation with the Registering Shareholders or their respective counsel, and shall take such other actions as shall be reasonably required in order to have each such registration statement declared effective under the Securities Act as soon as reasonably practicable following the date hereof. (b) Each Registering Stockholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause subdivision (iv) of this Section 5.33.3, it will forthwith discontinue its Disposition disposition of Subject Stock Securities pursuant to the registration statement relating to such Subject Stock Securities until its receipt of the copies of the supplemented or amended prospectus contemplated by clause subdivision (iv) of this Section 5.3 3.3 and, if so directed by the Company, will deliver to the Company all copies (other than permanent file copies) then in its possession of the prospectus relating to such Subject Stock Securities current at the time of receipt of such notice. If Shareholderany Registering Stockholder's Disposition disposition of Subject Stock Securities is discontinued pursuant to the foregoing sentence, sentence unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock Securities by Shareholder at least thirty (30) consecutive days and the Registering Stockholder for an aggregate of ninety 60 days (90) or 90 days, if the Company is eligible to use a Form S-3, or successor form), whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is the Registering Shareholders are entitled pursuant to Section 5.13.1.

Registration Mechanics. In connection with any offering registration of shares of Subject Stock registered the Registrable Shares effected pursuant to Section 5.1 Sections 3 or 5.2 hereof4 the Corporation shall: (a) prepare and file the registration statement and such amendments and supplements to the registration statement and the prospectus or offering circular used in connection therewith as may be necessary to keep the registration statement current and effective and to comply with the provisions of the Securities Act and the rules and regulations thereunder with respect to the disposition of all the Registrable Shares covered by the registration statement for the period required to effect the distribution thereof, and to use its best efforts to make any corrections or updates to the Company shall registration statement or prospectus as promptly as practicable; (ib) furnish to Shareholder the Holder such number of copies of any prospectus, prospectus (supplement or offering circu1ar, including a preliminary prospectus, and summary prospectuses) of a full registration statement and conformed copies exhibits in conformity with the requirements of the registration statement Securities Act and the rules and regulations thereunder, as the Holder may reasonab1y request in order to facilitate the disposition of such securities; (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xc) use reasonable its best efforts to register or qualify the Subject Stock Registrable Shares covered by such the registration statement under the securities or "blue sky" laws of such blue sky state jurisdictions of the United States as the Holder may reasonably request, and to accomplish any and all other acts and things which may be necessary or other state securities laws for offer advisable to permit sales in such jurisdictions of such Registrable Shares and sale as Shareholder shall reasonably request and (y) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided; (d) in connection with an underwritten public offering, howeverto enter into an underwriting agreement in form and substance customary under the circumstances, which shall include (i) provisions for any "lock up" period, during which the sale of Shares and securities convertible into Shares by the Corporation or its Affiliates will be restricted, that may reasonably be required by the Company shall not be obligated managing underwriter thereof and (ii) indemnification and contribution provisions and procedures that are no less favorable to qualify the underwriters than those set forth in Section l0 hereof and otherwise reasonably satisfactory to do business as a foreign corporation under the laws of managing underwriter; (e) in connection with any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.3; (iii) use reasonable efforts to cause all shares of Subject Stock covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion underwritten public offering, obtain opinions of counsel to the Company Corporation (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to enable Shareholder the managing underwriter) addressed to consummate the Disposition Holder and the underwriters, covering such matters as are customarily covered in opinions requested in underwritten offerings of equity and convertible debt securities and such shares other matters as may be reasonably requested by the Holder and the underwriters (it being agreed that the matters to be covered by such opinions shall include, without limitation, the absence from the registration statement and the prospectus, including the documents incorporated by reference therein and any prospectus supplement thereto, of Subject Stock; an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading); (ivf) notify Shareholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, notify the Holder upon discovery that, or upon 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 facts required to be stated therein or necessary to make the statements therein not misleadingmis1eading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the Board of Directors as to whether to cease all sales under such registration statement)) unless such untrue statement or omission has been made upon and in conformity with information furnished in writing to the Corporation by the Holder or any underwriter or any person who controls any of them within the meaning of Section 15 of the Securities Act or any director or officer of any of the foregoing, as the case may be, specifically for use in connection with the preparation of the registration statement, at the request of Shareholder the Holder prepare and furnish to it 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 Holders of such 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 not misleading, in the light of the circumstances under which they were made; (g) in connection with any underwritten public offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of the Corporation (and, if necessary, from the independent public accountants of any subsidiary of the Corporation or of any business acquired by the Corporation for which financial statements and financial data are, or are required to be, included in the relevant registration statement), addressed to the Holder (if the Holder has provided such letter, representations or documentation, if any, required for such "cold comfort" letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; (h) use its best efforts to cause the Registrable Shares to be listed on or included for quotation on any stock exchange or trading system on which the Shares then primarily trade; (i) provide a CUSIP number for all Registrable Securities, not later than the effective date of such registration statement; (j) if requested by any managing underwriter or underwriters of Registrable Shares, participate and use its best efforts to cause its executive officers to participate in any "roadshow" or other marketing activities intended to aid in the successful disposition of the Registrable Shares; and (vk) otherwise use upon the request of the Holder take reasonable efforts to comply with make available for inspection by the Holder and the underwriters, if any, and their respective advisers all applicable rules financial and regulations other records, pertinent corporate documents of the Commission; (vi) use Corporation and cause the Corporation's officers, directors and employees to take reasonable efforts to listsupply all information reasonably requested by the Holder, the underwriters, if required by the rules of the applicable securities exchange orany, if securities of the same class are then so listed, the Subject Stock covered by or any such adviser in connection with such registration statement on the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listed; and (vii) before filing any registration statement or any amendment or supplement thereto, furnish to Shareholder and its counsel copies of such documents and permit Shareholder and its counsel to review and comment on such documents. Upon any registration becoming effective pursuant to Section 5.1, the Company shall use reasonable efforts to keep as long as such registration statement current for a period of ninety (90) days shall not have been postponed, delayed or such shorter period as shall be necessary to effect the distribution of the Subject Stock. Shareholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv) of this Section 5.3withdrawn, it will forthwith discontinue its Disposition of Subject Stock pursuant to the registration statement relating to such Subject Stock until its receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv) of this Section 5.3 and, if so directed by the Company, will deliver to the Company all copies then in its possession of the prospectus relating to such Subject Stock current at the time of receipt of such notice. If Shareholder's Disposition of Subject Stock is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit Dispositions of Subject Stock by Shareholder at least thirty (30) consecutive days and for an aggregate of ninety (90) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1thereof terminated).

Registration Mechanics. (a) In connection with any offering of shares of Subject Stock Securities registered pursuant to Section 5.1 or 5.2 hereofherein, the Company GTL shall (i) furnish to Shareholder the Registering Holders such number of copies of any prospectus (including preliminary and summary prospectuses) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it any Registering Holder may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (ii) (xii)(A) use its reasonable efforts to register or qualify the Subject Stock Securities covered by such registration statement under such blue sky or other state securities laws for offer and sale as Shareholder the Registering Holders shall reasonably request and (yB) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, provided that the Company GTL shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed or subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this Section 5.3; (iii) use its reasonable efforts to cause all shares of Subject Stock Securities covered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary necessary, in the opinion of counsel to the Company Registering Holders, to enable Shareholder the Registering Holders to consummate the Disposition disposition of such shares of Subject StockSecurities; (iv) notify Shareholder the Registering Holders any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon 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 not misleading, in the light of the circumstances under which they were made, and (subject to the good faith determination of the GTL's Board of Directors as to whether to cease all permit sales under such registration statement), at the request of Shareholder any Registering Holder promptly to prepare and furnish to it 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 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 not misleading, in the light of the circumstances under which they were made; (v) otherwise use reasonable efforts its best effort to comply with all applicable rules and regulations of the CommissionSEC; (vi) use its reasonable efforts to listlist the Subject Securities covered by such registration statement on the Nasdaq National Market or on any other exchange on which the Subject Securities are then quoted or listed, if required by the rules of any such exchange; (vii) use its reasonable efforts to obtain a "cold comfort" letter from the applicable securities exchange or, if securities independent public accountants for GTL in customary form and covering matters of the same class are then so listed, the Subject Stock type customarily covered by such letters as may be reasonably requested by the Registering Holders, in the event of a registration statement on the NYSE, the Paris Stock Exchange and on any other principal securities exchange on which such class of Voting Securities is then listedeffected pursuant to Section 5.1 hereof; and (viiviii) before filing execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and obtain such certificate and opinions as the Registering Holders reasonably request in order to effect an underwritten public offering. In connection with any registration statement offering of Subject Securities registered pursuant to Section 5.1 or any amendment or supplement thereto5.2, GTL shall (x) furnish to Shareholder the underwriter, if any, unlegended certificates representing ownership of the Subject Securities being sold in such denominations as requested and its counsel copies (y) instruct any transfer agent and registrar of the Subject Securities to release any stop transfer orders with respect to such documents and permit Shareholder and its counsel to review and comment on such documentsSubject Securities. Upon any registration becoming effective pursuant to Section 5.1, the Company GTL shall use its reasonable efforts to keep such registration statement current for a period of ninety 60 days (90or 90 days, if the Company is eligible to use a Form S-3, or successor form) days or such shorter period as shall be necessary to effect the distribution of the Subject StockSecurities. (b) Before filing with the SEC any registration statement referred to herein or any amendments or supplements thereto, GTL shall furnish to the Registering Holders or their respective counsel copies of all such documents proposed to be filed, in order to give the Registering Holders or their respective counsel sufficient time to review such documents, and such documents may thereafter be filed subject to any timely and reasonable comments of the Registering Holders or their respective counsel; provided that GTL shall have no obligation to deliver to the Registering Holders or their counsel copies of its quarterly or annual reports or any other reports filed pursuant to the Exchange Act. Shareholder GTL shall (i) deliver promptly to the Registering Holders or their respective counsel copies of all written communications between GTL and the SEC relating to the registration statement, and (ii) advise the Registering Holders or their respective counsel promptly of all telephonic and other non-written communications between GTL and the SEC relating to such registration statement. GTL shall respond promptly to any comments from the SEC with respect thereto, and shall take such other actions as shall be reasonably required in order to have each such registration statement declared effective under the Securities Act as soon as reasonably practicable following the date hereof. (c) Each Registering Holder agrees that upon receipt of any notice from the Company GTL of the happening of any event of the kind described in clause subdivision (iv) of this Section 5.35.3(a), it will forthwith discontinue its Disposition disposition of Subject Stock Securities pursuant to the registration statement relating to such Subject Stock Securities until its receipt of the copies of the supplemented or amended prospectus contemplated by clause subdivision (iv) of this Section 5.3 and, if so directed by the CompanyGTL, will deliver to the Company GTL all copies (other than permanent file copies) then in its possession of the prospectus relating to such Subject Stock Securities current at the time of receipt of such notice. If Shareholderany Registering Holder's Disposition disposition of Subject Stock Securities is discontinued pursuant to the foregoing sentence, unless the Company GTL shall thereafter extends extend the effectiveness of the registration statement to permit Dispositions dispositions of Subject Stock Securities by Shareholder at least thirty (30) consecutive days and the Registering Holder for an aggregate of ninety 60 days (90) or 90 days, if GTL is eligible to use a Form S-3, or successor form), whether or not consecutive, the registration statement shall not be counted for purposes of determining the number of registrations to which Shareholder is entitled pursuant to Section 5.1.