Common use of REGISTRATION OF THE POLYVISION COMMON STOCK Clause in Contracts

REGISTRATION OF THE POLYVISION COMMON STOCK. PolyVision will use its best efforts to effect the registration under the Securities Act of the PolyVision Common Stock issued hereunder and issuable upon conversion of the Series B Preferred Stock as requested by Alpine from time to time, but not sooner than 180 days after the Closing Date. In addition, PolyVision shall advise the Transferors by written notice at least thirty days prior to the filing of any registration statement under the Securities Act covering securities of PolyVision (except with respect to registration statements on Form X-0, Xxxx X-0 or similar forms) and will, upon the request of any Transferor, include in any such registration statement such information as may be required to permit a public offering of the PolyVision Common Stock, subject to any restrictions imposed by any managing underwriter in connection with an underwritten public offering on behalf of PolyVision. In connection therewith, PolyVision will: (a) promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to the PolyVision Common Stock and use its best efforts to cause such registration statement to become effective; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current for a period sufficient to enable the Transferors to complete the distribution of the PolyVision Common Stock covered by such registration statement, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Transferors thereof as set forth in such registration statement; (c) furnish to the Transferors such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Transferors may reasonably request in order to facilitate the disposition of the PolyVision Common Stock owned by the Transferors; (d) use its best efforts to register or qualify the PolyVision Common Stock under the securities or blue sky laws of such jurisdictions of the United States as the Transferors may reasonably request and do any other related acts which may be reasonably necessary to enable the Transferors to consummate the disposition in such jurisdictions of the PolyVision Common Stock owned by the Transferors; PROVIDED, HOWEVER, that PolyVision will not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.02(d); (ii) subject itself to taxation in any jurisdiction; or (iii) consent to general service of process in any such jurisdiction; (e) notify the Transferors at any time when a prospectus relating to the PolyVision Common Stock is required to be delivered under the Securities Act, of the happening of any event as a result of which, or the fact that, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of a Transferor, PolyVision will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of PolyVision Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) use its best efforts to cause the PolyVision Common Stock to be listed or quoted on each securities exchange or interdealer quotation system on which similar securities issued by PolyVision are then listed or quoted; (g) provide a transfer agent for all such PolyVision Common Stock not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements on customary terms) and take all such other actions as the Transferors may reasonably request in order to expedite or facilitate the disposition of the PolyVision Common Stock; and (i) make available for inspection by the Transferors or any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or any other agent retained by the Transferors or any such underwriter, all financial and other records, pertinent corporate documents and properties of PolyVision, and cause PolyVision's officers, directors, and employees to supply all information reasonably requested by the Transferors, any such underwriter, attorney, accountant, or agent in connection with such registration statement.

REGISTRATION OF THE POLYVISION COMMON STOCK. PolyVision will use its best efforts to effect the registration under the Securities Act of the PolyVision Common Stock issued hereunder and issuable upon conversion of the Series B C Preferred Stock as requested by Alpine from time to time, but not sooner than 180 days after the Closing Date. In addition, PolyVision shall advise the Transferors Alpine by written notice at least thirty days prior to the filing of any registration statement under the Securities Act covering securities of PolyVision (except with respect to registration statements on Form X-0, Xxxx X-0 or similar forms) and will, upon the request of any TransferorAlpine, include in any such registration statement such information as may be required to permit a public offering of the PolyVision Common Stock, subject to any restrictions imposed by any managing underwriter in connection with an underwritten public offering on behalf of PolyVision. In connection therewith, PolyVision will: (a) promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to the PolyVision Common Stock and use its best efforts to cause such registration statement to become effective; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current for a period sufficient to enable the Transferors Alpine to complete the distribution of the PolyVision Common Stock covered by such registration statement, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Transferors Alpine thereof as set forth in such registration statement; (c) furnish to the Transferors Alpine such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Transferors Alpine may reasonably request in order to facilitate the disposition of the PolyVision Common Stock owned by the TransferorsAlpine; (d) use its best efforts to register or qualify the PolyVision Common Stock under the securities or blue sky laws of such jurisdictions of the United States as the Transferors Alpine may reasonably request and do any other related acts which may be reasonably necessary to enable the Transferors Alpine to consummate the disposition in such jurisdictions of the PolyVision Common Stock owned by the TransferorsAlpine; PROVIDED, HOWEVER, that PolyVision will not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.02(d); (ii) subject itself to taxation in any jurisdiction; or (iii) consent to general service of process in any such jurisdiction; (e) notify the Transferors Alpine at any time when a prospectus relating to the PolyVision Common Stock is required to be delivered under the Securities Act, of the happening of any event as a result of which, or the fact that, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of a TransferorAlpine, PolyVision will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of PolyVision Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) use its best efforts to cause the PolyVision Common Stock to be listed or quoted on each securities exchange or interdealer quotation system on which similar securities issued by PolyVision are then listed or quoted; (g) provide a transfer agent for all such PolyVision Common Stock not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements on customary terms) and take all such other actions as the Transferors Alpine may reasonably request in order to expedite or facilitate the disposition of the PolyVision Common Stock; and (i) make available for inspection by the Transferors Alpine or any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or any other agent retained by the Transferors Alpine or any such underwriter, all financial and other records, pertinent corporate documents and properties of PolyVision, and cause PolyVision's officers, directors, and employees to supply all information reasonably requested by the TransferorsAlpine, any such underwriter, attorney, accountant, or agent in connection with such registration statement.

REGISTRATION OF THE POLYVISION COMMON STOCK. PolyVision will use its best efforts to effect the registration under the Securities Act of the PolyVision Common Stock issued hereunder and issuable upon conversion of the Series B C Preferred Stock as requested by Alpine from time to time, but not sooner than 180 90 days after the Closing Date. In addition, PolyVision shall advise the Transferors Alpine by written notice at least thirty days prior to the filing of any registration statement under the Securities Act covering securities of PolyVision (except with respect to registration statements on Form X-0, Xxxx X-0 or similar forms) and will, upon the request of any TransferorAlpine, include in any such registration statement such information as may be required to permit a public offering of the PolyVision Common Stock, subject to any restrictions imposed by any managing underwriter in connection with an underwritten public offering on behalf of PolyVision. In connection therewith, PolyVision will: (a) promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to the PolyVision Common Stock and use its best efforts to cause such registration statement to become effective; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current for a period sufficient to enable the Transferors Alpine to complete the distribution of the PolyVision Common Stock covered by such registration statement, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Transferors Alpine thereof as set forth in such registration statement; (c) furnish to the Transferors Alpine such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Transferors Alpine may reasonably request in order to facilitate the disposition of the PolyVision Common Stock owned by the TransferorsAlpine; (d) use its best efforts to register or qualify the PolyVision Common Stock under the securities or blue sky laws of such jurisdictions of the United States as the Transferors Alpine may reasonably request and do any other related acts which may be reasonably necessary to enable the Transferors Alpine to consummate the disposition in such jurisdictions of the PolyVision Common Stock owned by the TransferorsAlpine; PROVIDED, HOWEVER, that PolyVision will not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.02(d); (ii) subject itself to taxation in any jurisdiction; or (iii) consent to general service of process in any such jurisdiction; (e) notify the Transferors Alpine at any time when a prospectus relating to the PolyVision Common Stock is required to be delivered under the Securities Act, of the happening of any event as a result of which, or the fact that, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of a TransferorAlpine, PolyVision will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of PolyVision Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) use its best efforts to cause the PolyVision Common Stock to be listed or quoted on each securities exchange or interdealer quotation system on which similar securities issued by PolyVision are then listed or quoted; (g) provide a transfer agent for all such PolyVision Common Stock not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements on customary terms) and take all such other actions as the Transferors Alpine may reasonably request in order to expedite or facilitate the disposition of the PolyVision Common Stock; and (i) make available for inspection by the Transferors Alpine or any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or any other agent retained by the Transferors Alpine or any such underwriter, all financial and other records, pertinent corporate documents and properties of PolyVision, and cause PolyVision's officers, directors, and employees to supply all information reasonably requested by the TransferorsAlpine, any such underwriter, attorney, accountant, or agent in connection with such registration statement.