Earthlink 2000 Annual Report Download - page 119

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ARTICLE 6.
CERTAIN HOLDER OBLIGATIONS
Section 6.1. INFORMATION FROM HOLDERS. It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement with respect to any Registrable Securities that the Holder of such securities furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required
to effect the registration of such Holder's Registrable Securities.
Section 6.2. DISCONTINUANCE. Each Holder agrees that, upon receipt of any notice from the Company pursuant to Section 5.1(x) hereof
(other than
Section 5.1(x)(C)(3), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the then current prospectus until
(i) such Holder is advised in writing by the Company that a new Registration Statement covering the reoffer of Registrable Securities has
become effective under the Securities Act, or (ii) such Holder receives copies of a supplemented or amended prospectus contemplated by
Article 5 which addresses any additional information, including material nonpublic information, required to be disclosed therein, or until such
Holder is advised in writing by the Company that the use of the prospectus may be resumed. The Company shall use its reasonable best efforts
to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this paragraph.
ARTICLE 7.
REGISTRATION EXPENSES
In the case of any Demand registration or any offering pursuant to a Takedown, each pursuant to Article 3, or any incidental registration
pursuant to Article 4, the Company shall pay all Registration Expenses.
Notwithstanding the foregoing, if as a result of the withdrawal of a request for registration pursuant to Article 3 by any of the Holders, as
applicable, the Registration Statement does not become effective, the Holders and the other stockholders requesting registration may elect to
bear the Registration Expenses (pro rata on the basis of the number of their shares included in the registration request, or on such other basis as
such Holders and other stockholders may agree), in which case such registration shall not be counted as a registration requested under Section
3.3.
ARTICLE 8.
EFFECTIVENESS OF REGISTRATION
A registration requested pursuant to Article 3 will not be deemed to have been effected if (i) the Registration Statement has not been kept
effective for the period required under Section 5.1(i) of this Agreement,
(ii) the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or
requirement of the SEC or other
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