Seagate 2010 Annual Report Download - page 262

Section 4.2.
Information Supplied. It shall be a condition precedent to the obligations of Company to take any action to Register
the Registrable Securities held by Shareholder as to which any registration is being effected that Shareholder shall furnish Company with such
information regarding Shareholder that is pertinent to the disclosure requirements relating to the registration and the distribution of such
securities as Company may from time to time reasonably request. Shareholder agrees to furnish to Company as promptly as reasonably
practicable all information required to be disclosed in order to make the information previously furnished to Company by Shareholder not
misleading.
Section 4.3.
Expenses. All of the costs and expenses incurred by Company in connection with any Registration Statement shall
be borne by Company. The costs and expenses of any such registration shall include, without limitation, the reasonable fees and expenses of
Company’s counsel and its accountants and all other out-of-pocket costs and expenses of Company incident to the preparation, printing and
filing of the registration statement and all amendments and supplements thereto and the cost of furnishing copies of each preliminary prospectus,
each final prospectus and each amendment or supplement thereto to purchasers of the securities so Registered, the costs and expenses incurred in
connection with the qualification of such securities so Registered under the securities or “blue sky” laws of various jurisdictions, the fees and
expenses of Company’s transfer agent and all other costs and expenses of complying with the provisions of this Article IV with respect to such
registration and the reasonable fees and expenses of any special counsel to Shareholder, as necessary (collectively, the “ Registration Expenses
”). All Selling Expenses will be borne by the holders of the securities Registered pro rata on the basis of the number of securities so Registered.
Section 4.4.
Restrictions on Disposition.
(a)
Shareholder agrees that, upon receipt of any notice from Company of the happening of any event of the kind
described in Section 4.1(b)(iii) or Section 4.1(b)(vii)(C)
, Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until Shareholder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4.1(b)(iii) or written notice from Company that the Registration Statement is again effective and no
amendment or supplement is needed; provided that Company shall use its commercially reasonable best efforts to make the Registration
Statement effective again as soon as practicable thereafter by taking all necessary actions including filing any amendments and supplements
necessary.
(b)
At any time following the effectiveness of any Registration Statement when there is a Material Pending Event or if
the prospectus relating to the Registrable Securities contains a material misstatement or omission, Company may request in writing that
Shareholder discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, and
Shareholder shall do so upon receipt of such written request; provided, however , that unless expressly requested in writing by Shareholder,
Company shall not divulge to Shareholder the reason for any such postponement, and Company shall be under no obligation to divulge such
reason even if requested by Shareholder. Company will use its reasonable best efforts to ensure that the use of the prospectus may be resumed
(A) in the case of clause (i) of the definition of Material Pending Event, as soon as, in the sole judgment of Company, public disclosure of such
Material Pending Event would not be prejudicial to or
11