Common use of Registration of Activision Shares Clause in Contracts

Registration of Activision Shares. (a) Activision agrees to use its reasonable best efforts to file with the SEC, as soon as practicable after the Closing Date but (subject to Section 6.3(b)) in no event later than thirty (30) days after the Closing Date, a registration statement on Form S-3, or on such other form as may be available, registering under the Securities Act, pursuant to Rule 415 under the Securities Act ("Rule 415") (if available), the offer and sale in the future of all of the Activision Shares issued by Activision to the Members pursuant to this Agreement. Activision further agrees to (a) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable, (b) maintain the effectiveness of such registration or successor registration statement filed by Activision for the purpose of registering the shares of Activision Common Stock (such registration statements being collectively referred to as the "Registration Statement") until Activision Shares are eligible to be resold without restriction on disposition pursuant to the Securities Act and its related rules and regulations, (c) update the prospectus included in the Registration Statement (the "Prospectus") from time to time as may be necessary to assure that the Prospectus does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus not misleading, and (d) provide such number of copies of the Registration Statement and the Prospectus (as so updated) to the Members as they may reasonably request in order to facilitate the public sale or other disposition of Activision Shares covered by such Registration Statement.

Registration of Activision Shares. (a) Registration on Form S-3. Activision agrees to use its reasonable best efforts to file with the SEC, as soon as practicable after the Closing Date but (subject to Section 6.3(b)) in no event later than thirty (30) days after the Closing Date, a registration statement on Form S-3, or on such other form as may be available, registering under the Securities Act, pursuant to Rule 415 under the Securities Act ("Rule 415") (if available), the offer and sale in the future of all of the Activision Shares issued by Activision to the Members Shareholders pursuant to this Agreement. Activision further agrees to (a) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable, (b) maintain the effectiveness of such registration or successor registration statement filed by Activision for the purpose of registering the shares of Activision Common Stock (such registration statements being collectively referred to as the "Registration Statement") until Activision Shares are eligible to be resold without restriction on disposition pursuant to the Securities Act and its related rules and regulations, (c) update the prospectus included in the Registration Statement (the "Prospectus") from time to time as may be necessary to assure that the Prospectus does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus not misleading, and (d) provide such number of copies of the Registration Statement and the Prospectus (as so updated) to the Members Shareholders as they may reasonably request in order to facilitate the public sale or other disposition of Activision Shares covered by such Registration Statement.

Registration of Activision Shares. (a1) Activision Registration on Form S-3 Activision, Inc. agrees to use its reasonable best efforts to file with the United States Securities and Exchange Commission (the "SEC"), as soon as practicable after the Closing Date but within sixty (subject to Section 6.3(b)) in no event later than thirty (3060) days after the Closing Datedate of this Agreement, a registration statement on Form S-3, or on such other form as which may be availablemutually acceptable to the parties, registering under the Securities Act, pursuant to Rule 415 under the Securities Act ("Rule 415") (if available), the offer and sale in the future of up to all of the Activision Shares issued by Activision to the Members Activision, Inc. pursuant to this Agreement. Activision Activision, Inc. further agrees to (a) use its commercially reasonable best efforts to cause such registration statement to be declared effective by the SEC within a time frame which is as soon as practicablepractible under the circumstances, (b) maintain the effectiveness of such registration statement or successor registration statement filed by Activision Activision, Inc. for the purpose of registering the shares of Activision Common Stock Shares (such registration statements being collectively referred to as the "Registration Statement") until Activision Shares are eligible to be resold without restriction on disposition pursuant to the Securities Act and its related rules and regulations, (c) update the prospectus included in the Registration Statement (the "Prospectus") from time to time as may be necessary to assure that the Prospectus does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus not misleading, and (d) provide such number of copies of the Registration Statement and the Prospectus (as so updated) to the Members NBG-Shareholders as they may reasonably request in order to facilitate the public sale or other disposition of Activision Shares covered by such Registration Statement.

Registration of Activision Shares. (a) Activision agrees to use its reasonable best efforts to file with the SEC, as soon as practicable after the Closing Date but (subject to Section 6.3(b6.3(c)) in no event later than thirty (30) days after the Closing Date, a registration statement on Form S-3S 3, or on such other form as may be available, registering under the Securities Act, pursuant to Rule 415 under the Securities Act ("Rule 415") (if available), the offer and sale in the future of all of the Activision Shares issued by Activision to the Members pursuant to this Agreement. In the event that Activision further exercises its option to issue to the Mat Hoffman Employees or the Shaun Murray Employees the Applicable Alxxxxxxxx, Xctivision agrees tx xxx xxx xxasonable best efforts to file with the SEC, as soon as practicable after the date of the issuance of the Applicable Allocation but (subject to Section 6.3(b)) in no event later than thirty (30) days after the date of such issuance, a registration statement on Form S 3, or on such other form as may be available, registering under the Securities Act, pursuant to Rule 415 (if available), the offer and sale in the future of all of the Applicable Allocation issued by Activision to the Mat Hoffman Employees or the Shaun Murray Employees, as applicable, pxxxxxxx xx this Agreement. Acxxxxxxxx xxxther agrees to (a) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable, (b) maintain the effectiveness of such registration or successor registration statement filed by Activision for the purpose of registering the shares of Activision Common Stock (such registration statements being collectively referred to as the "Registration Statement") until Activision Shares are eligible to be resold without restriction on disposition pursuant to the Securities Act and its related rules and regulations, (c) update the prospectus included in the Registration Statement (the "Prospectus") from time to time as may be necessary to assure that the Prospectus does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus not misleading, and (d) provide such number of copies of the Registration Statement and the Prospectus (as so updated) to the Members as they may reasonably request in order to facilitate the public sale or other disposition of Activision Shares covered by such Registration Statement.

Registration of Activision Shares. (a) Registration on Form S-3. Activision agrees to use its commercially reasonable best efforts to file with the SEC, as soon as practicable after the Closing Date but (subject to Section 6.3(b)) in no event later than thirty sixty (3060) days after the Closing Date, a registration statement on Form S-3, or on such other form as which may be availablemutually acceptable to the parties, registering under the Securities Act, pursuant to Rule 415 under the Securities Act ("Rule 415") (if available), the offer and sale in the future of all of the Activision Shares issued by Activision to the Members pursuant to this Agreement. If reasonably necessary Activision shall also maintain a "blue sky" registration in Florida or any other state where a Shareholder resides or any other state agreed to by Activision; provided, however, that Activision shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. Activision further agrees to (a) use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable, (b) maintain the effectiveness of such registration or successor registration statement filed by Activision for the purpose of registering the shares of Activision Common Stock (such registration statements being collectively referred to as the "Registration Statement") until Activision Shares are eligible to be resold without restriction on disposition pursuant to the Securities Act and its related rules and regulations, (c) update the prospectus included in the Registration Statement (the "Prospectus") from time to time as may be necessary to assure that the Prospectus does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus not misleading, and (d) provide such number of copies of the Registration Statement and the Prospectus (as so updated) to the Members Shareholders as they may reasonably request in order to facilitate the public sale or other disposition of Activision Shares covered by such Registration Statement.