Common use of Agreement by the Shareholder Clause in Contracts

Agreement by the Shareholder. In the event that the Shareholder participates, pursuant to this Section 11.4, in the offering of the Merger Consideration, the Shareholder shall; (i) furnish LifeQuest all material information reasonably requested by LifeQuest concerning the Shareholder and the proposed method of sale or other disposition of the Merger Consideration and such other information and undertakings as shall be reasonably required in connection with the preparation and filing of the registration statement covering the Merger Consideration in order to ensure full compliance with the Securities Act and the rules and regulations of the SEC thereunder; (ii) cooperate in good faith with LifeQuest and its underwriters, if any, in connection with such registration, including placing the Merger Consideration in escrow or custody to facilitate the sale and distribution thereof provided that such escrow or custody arrangement shall be no more restrictive upon the Shareholder than upon any other holder of LifeQuest Stock for the benefit of whom such registration is undertaken; and (iii) make no further sales or other dispositions, or offers therefor, of the Merger Consideration under such registration statement if, during the effectiveness of such registration statement, an intervening event should occur which, in the opinion of counsel to LifeQuest, makes the prospectus included in such registration statement no longer comply with the Securities Act, so long as written notice containing the facts and legal conclusions relied upon by LifeQuest in this regard has been received by the Shareholder from LifeQuest, until such time as the Shareholder has received from LifeQuest copies of a new, amended or supplemented prospectus complying with the Securities Act, which prospectus shall be delivered to the Shareholder by LifeQuest as soon as practicable after such notice.

Agreement by the Shareholder. In the event that the Shareholder participates, pursuant to this Section 11.4Article 16, in the offering of the Merger Consideration, the Shareholder shall;: (ia) furnish LifeQuest BCC all material information reasonably requested by LifeQuest BCC concerning the Shareholder and the proposed method of sale or other disposition of the Merger Consideration and such other information and undertakings as shall be reasonably required in connection with the preparation and filing of the registration statement covering the Merger Consideration in order to ensure full compliance with the Securities Act and the rules and regulations of the SEC thereunder; (iib) cooperate in good faith with LifeQuest BCC and its underwriters, if any, in connection with such registration, including placing the Merger Consideration in escrow or custody to facilitate the sale and distribution thereof thereof, provided that such escrow or custody arrangement shall be no more restrictive upon the Shareholder than upon any other holder of LifeQuest BCC Stock for the benefit of whom such registration is undertaken; and (iiic) make no further sales or other dispositions, or offers therefor, of the Merger Consideration under such registration statement if, during the effectiveness of such registration statement, an intervening event should occur which, in the opinion of counsel to LifeQuestBCC, makes the prospectus included in such registration statement no longer comply with the Securities Act, so long as written notice containing the facts and legal conclusions relied upon by LifeQuest BCC in this regard has been received by the Shareholder from LifeQuestBCC, until such time as the Shareholder has received from LifeQuest BCC copies of a new, amended or supplemented prospectus complying with the Securities Act, which prospectus shall be delivered to the Shareholder by LifeQuest BCC as soon as practicable after such notice.

Agreement by the Shareholder. In the event that the Shareholder participates, pursuant to this Section 11.4Article 16, in the offering of the Merger Stock Consideration, the Shareholder shall;: (ia) furnish LifeQuest BICC all material information reasonably requested by LifeQuest BICC concerning the Shareholder and the proposed method of sale or other disposition of the Merger Stock Consideration and such other information and undertakings as shall be reasonably required in connection with the preparation and filing of the registration statement covering the Merger Stock Consideration in order to ensure full compliance with the Securities Act and the rules and regulations of the SEC thereunder; (iib) cooperate in good faith with LifeQuest BICC and its underwriters, if any, in connection with such registration, including placing the Merger Stock Consideration in escrow or custody to facilitate the sale and distribution thereof provided that such escrow or custody arrangement shall be no more restrictive upon the Shareholder than upon any other holder of LifeQuest BICC Stock for the benefit of whom such registration is undertaken; and (iiic) make no further sales or other dispositions, or offers therefor, of the Merger Stock Consideration under such registration statement if, during the effectiveness of such registration statement, an intervening event should occur which, in the opinion of counsel to LifeQuestBICC, makes the prospectus included in such registration statement no longer comply with the Securities Act, so long as written notice containing the facts and legal conclusions relied upon by LifeQuest BICC in this regard has been received by the Shareholder from LifeQuestBICC, until such time as the Shareholder has received from LifeQuest BICC copies of a new, amended or supplemented prospectus complying with the Securities Act, which prospectus shall be delivered to the Shareholder by LifeQuest BICC as soon as practicable after such notice.