FORM S Clause Samples

FORM S. 8. Parent agrees to file a registration statement on Form S-8 (or a Form S-8/S-3, if applicable) for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after the Effective Time.

FORM S. The Company, and subject to legal opinion on filing Form type, shall within forty-five (45) day, following the date hereof and subject to satisfaction of any and all applicable regulatory requirements and shareholder approval, file a registration statement on Form S-8, or file a post-effective amendment to a currently filed Form S-8, with the Securities and Exchange Commission registering, to the extent possible, the shares of common stock issuable upon exercise of the Options and keep such registration statement in effect until the sale of all shares of common stock issuable. All issuances and awards with respect hereto shall be made by the Board or any committee thereof to which the Board of Directors has delegated such authority, in good faith in accordance with applicable law, the Articles of Incorporation and Bylaws of the Company, in its sole discretion, and shall be final, conclusive and binding on all persons, including the Executive and the personal representative of Executive’s estate.

FORM S. 8. HP agrees to file a registration statement on Form S-8 for (i) the shares of HP Common Stock issuable with respect to assumed VFI Stock Options, (ii) if required, the shares of HP Common Stock issued pursuant to a Restricted Stock Purchase Agreement and (iii) the assumed "rights" under the ESPP, as soon as reasonably practical (and in any event within five days) after the Effective Time.

FORM S. 8. Parent shall take all corporate action necessary to --------- reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of the Company Options assumed in accordance with Section 5.10. As soon as practicable and in no event more than twenty (20) days after the Closing Date, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to such options or on another appropriate form of registration statement for any such shares of Parent Common Stock which are not registrable on Form S-8 and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. The Company will cooperate and assist Parent in the preparation of such registration statement(s).

FORM S. 8. HP agrees to file a registration statement on Form S-8 for the shares of HP Common Stock issuable with respect to assumed Compaq Options to the extent Form S-8 is available as soon as is reasonably practicable after the Effective Time and shall maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

FORM S. 4; Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Form S-4 or the Proxy Statement.

FORM S. 2 or Form S-3. (a) Each Holder will have the right to request and have effected unlimited registrations of shares of its Registrable Securities on Form S-2 or Form S-3. (b) Upon written request of a Holder delivered to the Company, the Company will notify each other Holder of such request within three (3) days after the receipt of such request. Each of such other Holders shall have three (3) days after receipt of such notice from the Company to request that all or any portion of its Registrable Securities be included in such registration. After the expiration of all such request and notice periods under this Section, the Company will use all reasonable efforts to cause the registration of all Registrable Securities on Form S-2 or such successor form or Form S-3 or such successor form to the extent requested by such Holders. (c) Any registration statement filed pursuant to this Section may include other securities of the Company, with respect to which "piggyback" registration rights have been granted, and may include securities of the Company being sold for the account of the Company; provided, however, that any Cutback shall be dealt with in the same manner as provided in Section 1.1.

FORM S. 8. Acquiror agrees to file, no later than 20 days after the Closing, a registration statement on Form S-8 covering the shares of Acquiror Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan assumed by Acquiror. Target shall cooperate with and assist Acquiror in the preparation of such registration statement.

FORM S. 4 and Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or any of its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Merger Consideration (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the proxy statement in definitive form relating to the meeting of Parent's stockholders and the Company's stockholders to be held in connection with the issuance of the Merger Consideration (the "Joint Proxy Statement") will, at the date mailed to stockholders of Parent and the Company and at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Parent or any of its Subsidiaries, or with respect to any information supplied by Parent for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement, shall occur which is required to be described in an amendment or supplement to, the Form S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent entitled to vote at the meeting of Parent's stockholders to which the Joint Proxy Statement applies and to the holders of the Company Common Stock entitled to vote at the meeting of the Company's stockholders to which the Joint Proxy Statement applies. The Form S-4 and the Joint Proxy Statement, to the extent either relates to Parent and its Subsidiaries, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder.