Seagate 2010 Annual Report Download - page 266

(f)
Survival. The indemnity and contribution provisions contained in this Section 4.5 shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of Shareholder, any person
Controlling Shareholder or any Affiliate of Shareholder or by or on behalf of Company, its officers or directors or any person Controlling
Company or (iii) the sale of any Registrable Securities by any Shareholder pursuant to a Registration Statement.
Section 4.6.
No Inconsistent Agreements; No Free Writing Prospectuses. Company represents and warrants that it is not a party
to a contract which conflicts with or limits or prohibits the exercise of the rights granted to Shareholder holding Registrable Securities in this
Article IV . Shareholder agrees that, unless it obtains the prior consent of Company it will not make any offer relating to the Registrable
Securities that would constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the SEC.
Section 4.7.
Termination of Registration Rights. The rights of Shareholder under this Article IV shall terminate (other than
Section 4.3, Section 4.5 and Section 4.7) upon the earliest to occur of (a) the date on which all shares of Registrable Securities held by
Shareholder may immediately be sold under Rule 144, (b) the date on which Shareholder ceases to hold any Registrable Securities, (c) the date
on which Company is no longer required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, or (d) the date on which a Form
15 (or any successor form) has been filed under the Exchange Act with respect to the Ordinary Shares. Company shall have no obligation to
maintain the effectiveness of any Registration Statement with respect to any Registrable Securities held by Shareholder following the earlier of
(x) the termination of Shareholder’s rights under this Article IV (other than Section 4.3, Section 4.5 and Section 4.7) or (y) the date Shareholder
ceases to be a Rule 144 Affiliate.
Section 4.8.
Reports under the Exchange Act. With a view to making available to Shareholder the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Shareholder to sell securities of
Company to the public without Registration or pursuant to a Registration Statement, Company agrees to use its commercially reasonable efforts
to:
(a)
make and keep current public information available, as those terms are understood and defined in Rule 144, at all
times;
(b) take all commercially reasonable action necessary to enable Shareholder to utilize Form S-3 for the resale of its
Registrable Securities;
(c)
file with the SEC in a timely manner all reports and other documents required of Company under the Securities Act
and the Exchange Act; and
(d)
furnish to Shareholder, so long as Shareholder owns any Registrable Securities, as soon as reasonably practicable
upon request (i) a written statement by Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the
Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); (ii) a
copy of the most recent annual or quarterly report of Company and any other reports and documents filed by Company; and (iii) any other
15