Common use of Agreements of the Selling Shareholder Clause in Contracts

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 supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Act or any other law. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions contemplated herein, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Agreements of the Selling Shareholder. The Selling Shareholder severally agrees with the several Underwriters as follows: (a) The Selling Shareholder will cooperate to the extent reasonably 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 reasonably required to be done or performed by the Selling Shareholder prior to the Closing Date or any Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the its Shares pursuant to this Agreement. (d) The Selling Shareholder has executed or will execute a "lockLock-up" letter up Agreement as provided in Section 5(n6(k) above and will not sell, contract to sell or otherwise dispose of any Common StockOrdinary Shares, except for the sale of Shares to the Underwriters pursuant to this Agreement and except as otherwise provided in such Lock-up Agreement, prior to the expiration of 180 120 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxxthe Representatives. (e) Except as stated in this Agreement and in the Prepricing Preliminary 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 Ordinary Shares to facilitate the sale or resale of the Shares. (f) The Selling Shareholder will advise you the Representatives promptly, and if requested by youthe Representatives, will confirm such advice in writing, within the period of time referred to in Section 5(f6(g) hereof, of any change in the CompanyCWCO'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 CWCO or any new information relating to the Company CWCO 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 supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Act or any other law. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions contemplated herein, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Agreements of the Selling Shareholder. The Selling Shareholder severally agrees with the several Underwriters as follows: (a) The Selling Shareholder will cooperate to the extent reasonably 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 reasonably required to be done or performed by the Selling Shareholder prior to the Closing Date or any Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the his or its Shares pursuant to this Agreement. (d) The Selling Shareholder has executed or will execute a "lockLock-up" letter up Agreement as provided in Section 5(n6(k) above and will not sell, contract to sell or otherwise dispose of any Common StockOrdinary Shares, except for the sale of Shares to the Underwriters pursuant to this Agreement and except as otherwise provided in such Lock-up Agreement, prior to the expiration of 180 120 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxxthe Representatives. (e) Except as stated in this Agreement and in the Prepricing Preliminary 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 Ordinary Shares to facilitate the sale or resale of the Shares. (f) The Selling Shareholder will advise you the Representatives promptly, and if requested by youthe Representatives, will confirm such advice in writing, within the period of time referred to in Section 5(f6(g) hereof, of any change in the CompanyCWCO'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 CWCO or any new information relating to the Company CWCO 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 supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Act or any other law. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions contemplated herein, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters as follows: (a) The 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) The Such Selling Shareholder will pay all Federal and other taxes, if any, any on the transfer or sale of the Shares being sold by the Selling Shareholder to the Underwriters. (c) The Such Selling Shareholder will do or perform all things required to be done or performed by the Selling Shareholder prior to the Closing Date or any Option Closing Date, as the case may be, to satisfy all conditions precedent and applicable thereto to the delivery of the Shares pursuant to this Agreement. (d) The Such 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 Stockand, except for the sale of Shares to the Underwriters pursuant to this Agreement, without your prior written consent, for the period set forth in the lock-up letter will not issue, sell, offer or agree to sell, pledge, grant any option, right or warrant for the expiration sale of, or otherwise dispose of 180 days after the date or transfer, directly or indirectly, any shares of Common Stock or other capital stock of the Prospectus, without Company (or any securities convertible into or exercisable or exchangeable for shares of Common Stock or such other capital stock) or publicly disclose the prior written consent of Smitx Xxxxxx Xxxintention to make any such disposition or transfer. (e) Except as stated in this Agreement and in the Prepricing Prospectus and the Prospectus, the such 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 Such 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 such 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 such 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 supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Act or any other law. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions contemplated herein, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters as follows: (a) The 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) The 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. (c) The Such Selling Shareholder will do or perform all things required to be done or performed by the Selling Shareholder prior to the Closing Date or any Option Closing Date, as the case may be, to satisfy all conditions precedent to the Selling Shareholder's delivery of the Shares pursuant to this Agreement. (d) The Such 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 Xxxxx Xxxxxx Xxx.Inc. (e) Except as stated in this Agreement and in the Prepricing Prospectus and the Prospectus, the such 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 Such 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 operations, or of any change in information relating to the such Selling Shareholder or the Company Company, or any new information relating to the Company or relating to any matter stated in the Prospectus or any amendment or supplement thereto thereto, which comes to the attention of the such 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 supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Act or any other law. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions contemplated herein, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).