Seagate 2010 Annual Report Download - page 261

such prospectus shall 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 not misleading in the light of the circumstances then existing;
(iv)
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of the
registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;
(v)
(A) list such Registrable Securities on the exchange on which the Ordinary Shares are then listed (if such
Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange) to the extent required and
(B) provide for a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective
date of such registration statement;
(vi)
make available for inspection by Shareholder, by any underwriter participating in any disposition to be
effected pursuant to such registration statement and by any attorney, accountant or other agent retained by Shareholder or any such underwriter,
all pertinent financial and other records, pertinent corporate documents and properties of Company, and cause all of Company’s officers,
directors and employees to supply all information reasonably requested by Shareholder, or any such underwriter, attorney, accountant or agent in
connection with the “due diligence” of Shareholder with respect to such registration statement, subject to the execution of a mutually acceptable
confidentiality agreement;
(vii)
promptly notify counsel for Shareholder in writing (A) of the receipt of any comments from the SEC, (B) of
any request by the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (C) of the
issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use
of any prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the
institution or threatening of any proceedings for any of such purposes;
(viii)
use commercially reasonable best effort to obtain the withdrawal of any stop order suspending the
effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus as soon as practicable;
(ix) (A) if requested by Shareholder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as Shareholder reasonably requests to be included therein; and (B) make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or
post-effective amendment; and
(x)
cooperate with Shareholder to facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing Registrable Securities to be sold under the registration statement, and enable such securities to be in such
denominations and Registered in such names as Shareholder may reasonably request.
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