Common use of Registration on Form S-4 Clause in Contracts

Registration on Form S-4. The Newco Common Stock to be issued in the Merger to VERITAS stockholders and the Newco Common Stock to be issued in the Seagate Transaction to SSI and the issuance of Newco Options upon cancellation of Canceled SSI Options shall be registered under the Securities Act on Form S-4 (as hereinafter defined). As promptly as practicable after October 5, 1998, Newco, with the cooperation of VERITAS and SSI, shall prepare and file with the SEC a Form S-4 registration statement (the "FORM S-4"), together with the prospectus/joint proxy statement to be included therein (the "PROSPECTUS/PROXY STATEMENT") and any other documents required by the Securities Act or the Exchange Act in connection with the Merger and the Seagate Transaction. The transactions described in the Form S-4 shall be closed as promptly as practicable following the effective date of the Form S-4, subject to Sections 7 and 8 hereof. 2. Representations and Warranties of SSI and STI Except as set forth in the respectively referenced provisions of the SSI Disclosure Letter delivered by SSI and STI on behalf of themselves and any other Contributing Companies (collectively, "REPRESENTING SEAGATE ENTITIES") to VERITAS concurrently herewith and certified by an officer of SSI and STI, on behalf of all of the Representing Seagate Entities, respectively, to be true, accurate and complete to the best of his/her knowledge, SSI and STI, on behalf of each and all of the Representing Seagate Entities, hereby represent and warrant to VERITAS that as of October 5, 1998: