Common use of Form S-8 Clause in Contracts

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 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, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as such options remain outstanding.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as to the extent Form S-8 is reasonably practicable available within 60 days after the Effective Time, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as such options remain outstanding.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after the Effective Timepromptly, and but in no event later than 45 days after two (2) Business Days, following the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any such options Company Options remain outstanding.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options and the ESOP as soon as to which Form S-8 is reasonably practicable after the Effective Time, and in no event later than 45 available within ten (10) business days after of the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed converted Company Stock Options as soon as is reasonably practicable after the Effective Timepracticable, and but in no event later than 45 ten business days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as any of such options converted Company Options remain outstanding.

Form S-8. If available for use by ParentAfter a minimum of sixty (60) days from the Effective Time of the Merger, Parent agrees to promptly file a registration statement on Form S-8 for under the Securities Act covering the shares of Parent Common Stock issuable with respect pursuant to assumed the Assumed Options and reserved and available for issuance pursuant to the Company Stock Options as soon as is reasonably practicable after the Effective Time, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such Option Plans for which a Form S-8 registration statement become effective is available and to maintain listed on Schedule 4.7(a) hereto. The Company shall cooperate with and assist Parent in the effectiveness preparation of such registration statement for so long as such options remain outstandingstatement.

Form S-8. If Parent agrees to file, if available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after within ten (10) business days following the Effective Time, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as such options remain outstandingClosing.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after the Effective Timepromptly, and but in no event later than 45 days after thirty (30) days, following the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any such options Company Options remain outstanding.

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options to the extent Form S-8 is available as soon as is reasonably practicable after the Effective Time(within ten (10) calendar days, and in no event later than 45 days if practicable) after the Effective Time of the Company Merger and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. If available for use by ParentAs soon as practicable, but in no event more than thirty (30) days after the Effective Time, Parent agrees to file a registration statement on Form S-8 for registering the shares of Parent Common Stock issuable with respect to upon the exercise of all Company Options assumed Company Stock Options as soon as is reasonably practicable after the Effective Time, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as such options remain outstanding.by Parent hereunder. 5.14

Form S-8. If available for use by Parent, Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after the Effective Timepromptly, and but in no event later than 45 days after ten (10) business days, following the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any such options Company Options remain outstanding.

Form S-8. As of the date of this Agreement, Parent represents and warrants that it is eligible to register shares on Form S-8. If available for use by Parent, Parent agrees to shall file a registration statement on Form S-8 for the to register shares of Parent Common Stock issuable with respect to upon exercise of assumed Company Stock Options as soon as is reasonably practicable after the Effective Time, and in no event later than within 45 days after the Effective Time Closing Date, and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement for so long as such options remain outstandingconsistent with Parent's practice with similar registration statements related to employee stock plans.

Form S-8. If available for use by Parent, Parent agrees to use its reasonable efforts to file a registration statement on Form S-8 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, (and in no any event later than 45 days within 10 days) after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

Form S-8. If available for use by ParentWithin 10 days following the Closing Date, Parent agrees to shall file a registration statement on Form S-8 for to register shares of Parent Common Stock issuable upon exercise of the Replacement Options assumed by Parent to the extent the shares of Parent Common Stock issuable with respect to assumed Company Stock Options as soon as is reasonably practicable after the Effective Time, and in no event later than 45 days after the Effective Time and shall use its commercially reasonable efforts to have such registration statement become effective and to maintain the effectiveness upon exercise of such registration statement for so long as such options remain outstandingReplacement Options may be registered on Form S-8.