By SVI Clause Samples
By SVI. In connection with the Closing, SVI shall deliver to DARA:
(a) within five (5) business days following the Closing Date, the Note (marked by SVI as “Paid In Full and Cancelled”), in full payment of the Stock Purchase Price; and
(b) such certificates and documents as may be reasonably requested by DARA in order to effect or carry out the intent of this Agreement.
By SVI. SVI shall deliver to DARA at or prior to the Closing:
(a) the Stock Purchase Price by wire transfer to the account designated by DARA;
(b) the Loan Amount by wire transfer to the account designated by DARA; and
(c) the New Stockholder Agreement, executed by SVI.
By SVI. In connection with the registration or sale of shares of Registrable Securities pursuant to this Agreement, SVI shall indemnify the Company, and each of its directors, officers, employees, agents, and Affiliates, and each underwriter, and each of its directors, officers, employees, agents, and Affiliates, against all claims losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, underwriters, or control person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such clam, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus, in reliance upon and in conformity with written information furnished to the Company by SVI, and stated to be specifically for use therein; provided, however, that the obligations of SVI hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities if such settlement is effected without the prior written consent of SVI, which consent shall not be unreasonably withheld; and provided that in no event shall any indemnity under this paragraph 8.2 exceed the net amount of proceeds from the offering received by SVI.
By SVI. If requested in writing by the Company and the managing underwriter of an underwritten registered public offering by the Company of its common stock, SVI shall agree not to sell or otherwise transfer or dispose of any common stock of the Company held by SVI (other than those included in the registration statement) for a period not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act, provided that all officers and directors of the Company and all other holders of rights to registration of any other security of the Company enter into similar agreements identical in terms to that of SVI.