Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters as follows:
(a) The Selling Shareholder will cooperate to the extent necessary to cause the registration statement or any post-effective amendment thereto to become effective at the earliest possible time.
(b) The Selling Shareholder will pay all Federal and other taxes, if any, on the transfer or sale of the Shares being sold by the Selling Shareholder to the Underwriters.
(c) The Selling Shareholder will do or perform all things required to be done or performed by the Selling Shareholder prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement.
(d) The Selling Shareholder has executed or will execute a "lock-up" letter as provided in Section 5(n) above and will not sell, contract to sell or otherwise dispose of any Common Stock, except for the sale of Shares to the Underwriters pursuant to this Agreement, prior to the expiration of 180 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxx.
(e) Except as stated in this Agreement and in the Prepricing Prospectus and the Prospectus, the Selling Shareholder will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares.
(f) The Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, within the period of time referred to in Section 5(f) hereof, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations or of any change in information relating to the Selling Shareholder or the Company or any new information relating to the Company or relating to any matter stated in the Prospectus or any amendment or supplement thereto which comes to the attention of the Selling Shareholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or s...
Agreements of the Selling Shareholder. Selling Shareholder agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all reasonable expenses incident to the performance of the Selling Shareholder's obligations under this Agreement, including: (i) the fees, disbursements and expenses of Selling Shareholder's counsel in connection with the registration and delivery of the Shares under the Act, (ii) all costs and expenses related to the transfer and delivery of the Shares, including any transfer or other taxes payable thereon, and (iii) all other costs and expenses incident to the performance of the obligations of the Selling Shareholder hereunder for which provision is not otherwise made in this Section. The provisions of this Section shall not supersede or otherwise affect any separate agreement that the Company and any Selling Shareholder may have for allocation of such expenses among themselves.
Agreements of the Selling Shareholder. The Selling Shareholder covenants and agrees with each of the several Underwriters as follows:
(a) Not to sell, offer or agree to sell, hypothecate, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, or enter into any agreement or arrangement that has the effect of transferring the economic effects of holding, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock for the Lock-up Period, without the prior written consent of the Underwriters.
(b) To advise the Underwriters promptly of the happening of any event known to the Selling Shareholder within the time during which a Prospectus relating to the Shares is required to be delivered under the Act which, in the judgment of the Selling Shareholder, would require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(c) To pay all federal and other taxes, if any, on the transfer and sale of the Shares being sold by the Selling Shareholder to the Underwriters.
(d) To the extent not deposited into custody on or prior to the date hereof, to duly deposit, prior to the date of purchase, with the Custodian, pursuant to and under the Custody Agreement, Selling Shareholder Shares and the Selling Shareholder Option Shares.
Agreements of the Selling Shareholder. The Selling Shareholder agrees as follows:
(a) The Selling Shareholder will take all reasonable actions in cooperation with the Company to cause Amendment No. 1 to become effective at the earliest possible time.
(b) The Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of any Shares that are sold by the Selling Shareholder.
(c) The Selling Shareholder shall comply with all of the Prospectus delivery requirements of the Act.
Agreements of the Selling Shareholder. The Selling Shareholder agrees as follows:
Agreements of the Selling Shareholder. The Selling Shareholder severally covenants and agrees with the Underwriters and the Company:
(a) To pay or to cause to be paid all transfer taxes with respect to the Shares to be sold by the Selling Shareholder; and
(b) To take all reasonable actions in cooperation with the Company and the Underwriters to cause the Registration Statement to become effective at the earliest possible time, to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement.
Agreements of the Selling Shareholder. The Selling Shareholder agrees with you and the Company:
(a) To pay or to cause to be paid all transfer taxes with respect to the Shares to be sold by the Selling Shareholder; and
(b) To take all commercially reasonable actions in cooperation with the Company and the Underwriters to cause the Registration Statement to become effective at the earliest possible time and to do and perform all things required by this Agreement to be done and performed by them under this Agreement prior to the Closing Date.
Agreements of the Selling Shareholder. The Selling Shareholder agrees with you and the Company:
(a) To pay or to cause to be paid all transfer taxes with respect to the Shares to be sold by the Selling Shareholder (provided, however, that you shall pay the New York State stock transfer tax, and if you have promptly and properly filed all necessary notices
(b) To take all commercially reasonable actions in cooperation with the Company and the Underwriters to cause the Registration Statement to become effective at the earliest possible time and to do and perform all things required by this Agreement to be done and performed by them under this Agreement prior to the Closing Date.
Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters as follows:
(a) Such Selling Shareholder will cooperate to the extent necessary to cause the registration statement or any post-effective amendment thereto to become effective at the earliest possible time.
(b) Such Selling Shareholder will pay all Federal and other taxes, if any on the transfer or sale of the Shares being sold by the Selling Shareholder to the Underwriters.
Agreements of the Selling Shareholder. The Selling Shareholder agrees with the Representatives and the Company:
(a) To pay or to cause to be paid all transfer taxes, if any, with respect to the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Shareholders, and the Representative of the Underwriters will pay or cause to be paid any additional stock transfer taxes resulting from any further transfers;
(b) To do and perform all things to be done and performed under this Agreement applicable to such Selling Shareholder prior to Closing Time and to satisfy all conditions precedent to the delivery of the Securities applicable to such Selling Shareholders pursuant to this Agreement; and
(c) Not to offer to sell, grant any option for the sale of, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock, or warrants to purchase such common stock owned by the Selling Shareholder or with respect to which the Selling Shareholder has the power of disposition, other than to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Xxxxxxx Xxxxx. In addition, during such 90-day period the Selling Shareholder may transfer any securities of the Company held by the Selling Shareholder to its Affiliates; provided that the restrictions contained in this paragraph shall continue to be applicable to such securities after any such transfer and provided further that the transferees of such securities shall have agreed in writing delivered to the Representatives to be bound by the provisions of this paragraph following any such transfer.
