Registration Statement on Form S Clause Samples

Registration Statement on Form S. 3. As of the date hereof, the ---------------------------------- Purchaser is aware of no events, actions or conditions which would prevent the Purchaser from being able to comply with the provisions of Section 11.1(a) of this Agreement, and will use its best efforts to continue to be eligible to comply with the provisions of Section 11.1(a).

Registration Statement on Form S. 3. The Purchaser will use its best efforts to meet the requirements for eligibility set forth in paragraph A. of the General Instructions to Form S-3, as promulgated by the U.S. Securities and Exchange Commission in fulfilling its obligations under Section 11 hereof.

Registration Statement on Form S. 8. Penn-Akron shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the shares of common stock to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of Penn-Akron; and Penn- Akron will provide to ▇▇. ▇▇▇▇▇▇▇▇ prior to the issuance and delivery of any such shares of common stock a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.

Registration Statement on Form S. 8. Following the consummation of an initial public offering of the common stock of Employer (the "IPO"), Employer undertakes to file a Registration Statement on Form S-8 (the "Form S-8") to register the shares of common stock issuable upon exercise of the options. Employer shall use its reasonable good faith efforts to file the Form S-8 on or before the date that is six months after the consummation of the IPO.

Registration Statement on Form S. 8. Parent shall file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Options as soon as practicable after the Effective Time and in any event within twenty (20) business days after the Effective Time.

Registration Statement on Form S. 3. Within 30 days of the Closing, the Company will prepare and file with the SEC a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Common Stock issuable upon conversion of the Series E Stock (the "Shares") by Purchaser from time to time (the "Registration Statement"), and use its best efforts, subject to receipt of necessary information from Purchaser, to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the SEC has completed its review process. The Company agrees to use its best efforts to keep such Registration Statement effective until the date on which the Shares may be resold by Purchaser without registration by reason of Rule 144(k) under the Act of 1933 or any other rule of similar effect. The Company shall file all reports required to be filed by the Company with the Securities and Exchange Commission (the "SEC") in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "Suspension Period"), by giving written notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, Purchaser will not sell any Shares pursuant to the Registration Statement until (i) Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its best efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable and, in the case of a material corporate development in which consummation of a transaction is concerned, as soon, in judgment of the Company, as disclosure of the material information relating to such corporate development would not have a material adverse effect on the Company's ability to consummate the

Registration Statement on Form S. 8. Acquiror shall file a registration statement on Form S-8 for the shares of Acquiror Common Stock issuable with respect to assumed Company Options promptly after the Effective Time, if such shares are not otherwise covered by an effective registration statement on Form S-8.

Registration Statement on Form S. 8. The Company agrees to file a Registration Statement on Form S-8 with the Securities and Exchange Commission promptly upon completion of the initial public offering of Company's Common Stock in order to register the Company's 1998 Stock Option Plan (the "Plan") and the shares of Common Stock issuable upon exercise of Options granted pursuant to the Plan.

Registration Statement on Form S. 4. The Parent's Registration Statement on Form S-4 (file no. 33349857), as amended by Amendment No. 1 to Registration Statement on Form S-4 and by Amendment No. 2 to Registration Statement on Form S-4 (the "Registration Statement"), was declared effective on May 12, 1998. As of the date hereof, the Registration Statement, taken together with all information that, as of the date hereof, is publicly available or has been previously disclosed to Metro, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.