Seagate 2010 Annual Report Download - page 260

Registrable Securities on or prior to the Release Date; provided, however , that if the Release Date occurs when (i) the registration, offering or
sale of the Registrable Securities would, in Company’s judgment, impede, delay or otherwise interfere with any pending or contemplated
material acquisition, disposition, corporate reorganization or similar material transaction, or (ii) non-public material information not otherwise
then required by applicable law to be publicly disclosed regarding Company exists, the immediate disclosure of which would in Company’s
judgment be significantly disadvantageous to Company (clauses (i) and (ii), a
“ Material Pending Event ”), then Company may postpone the
filing of a Registration Statement for a period not to exceed 90 consecutive calendar days from the Release Date upon providing Shareholder
with written notice of such postponement (which notice need not include a statement of the reason for such postponement). Shareholder shall
keep confidential any communications received by it from Company regarding the postponement pursuant to this Section 4.1(a) (including the
fact of the postponement).
(b)
Subject to the limitations set forth in Article IV , Company shall:
(i)
prepare and file with the SEC such amendments and supplements to such registration statement (including
Exchange Act documents incorporated by reference into the registration statement) and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by
such registration statement in accordance with the intended methods of disposition by Shareholder set forth in such registration statement;
provided
that before filing a registration statement or prospectus or any amendments or supplements thereto in accordance with this Section 4.1
(b)(i) to the extent that doing so will not materially interfere with the timing of the offering: (i) Company will furnish to counsel of Shareholder
copies of all documents proposed to be filed, and (ii) such documents will be subject to the review of such counsel reasonably in advance of any
filing to permit a reasonable opportunity to review and comment in light of the circumstances;
(ii)
comply as to form in all material respects with the requirements of the applicable form and include all
financial statements required by the SEC and use its commercially reasonable efforts to comply with all applicable securities laws in the United
States and Register or qualify such Registrable Securities covered by such registration in such jurisdictions in the United States as Shareholder
shall reasonably request, and do any and all other acts and things which may be reasonably necessary to enable Shareholder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by Shareholder, except that Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 4.1(b)(ii) ,
it would not be obligated to, subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(iii) notify Shareholder promptly if Company becomes aware that the prospectus included in such registration
statement, as then in effect, or the registration statement includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and prepare an
amended or supplemental prospectus as may be necessary so that, as thereafter made available to the purchasers of such Registrable Securities,
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