BY THE SHAREHOLDER GROUP IN FAVOR OF THE BUYER GROUP Sample Clauses

BY THE SHAREHOLDER GROUP IN FAVOR OF THE BUYER GROUP. The Shareholder Group jointly and severally agrees to indemnify and hold harmless the Buyer Group for any and all Losses they may suffer, sustain or incur as a result of: (i) the untruth, inaccuracy or breach of any representation or warranty of the Company and/or any Indemnifying Shareholder contained in Section 5 or in the Disclosure Letter, any Exhibit (in its executed form) hereto or any certificate delivered in connection herewith at or before the Effective Time; or (ii) the breach of any agreement or covenant of the Company contained in this Agreement or the Escrow Agreement; or (iii) the assertion of any claim, demand, Liability or obligation against the Company, Parent, Acquisition Sub or the Surviving Corporation or any other member of the Buyer Group arising from or in connection with (A) any action or inaction of the Shareholders in connection with the action of the Shareholders of the Company required to approve the transactions contemplated by this Agreement and the Related Documents or (B) any assertion by any current or former Shareholder of the Company of any impropriety with respect to any actions or transactions of or involving the Company prior to or at the Effective Time (including, without limitation, the actions and transactions contemplated by this Agreement and the Related Documents); or (iv) the assertion of any claim, demand, Liability or obligation against the Company, Parent, Acquisition Sub, the Surviving Corporation, any other member of the Buyer Group or any Employee Plan arising from or in connection with any assertion by any participant, former participant, beneficiary or former beneficiary of any Employee Plan or any Governmental Entity with respect to the establishment, operation, administration or termination of any Employee Plan, which condition, facts or circumstances being asserted existed at or before the Effective Time; or (v) the assertion of any claim, demand, Liability or obligation against the Company, Parent, Acquisition Sub, the Surviving Corporation or any other member of the Buyer Group arising from or in connection with (a) any environmental condition existing at or before the Effective Time at any property currently or formerly owned, leased, or used by the Company or any predecessor of the Company or (b) any generation, storage, treatment, disposal, transportation, shipment offsite, or other management of Hazardous Materials by the Company or any predecessor of the Company at or before the Effective Time;...
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BY THE SHAREHOLDER GROUP IN FAVOR OF THE BUYER GROUP. The Shareholder Group jointly and severally agrees to indemnify and hold harmless the Buyer Group for any and all Losses they may suffer, sustain or incur as a result of: (i) the untruth, inaccuracy or breach of any representation or warranty of the Company contained in Section 4 or in the Disclosure Letter, any Related Document or any certificate delivered in connection herewith at or before the Closing; or (ii) the breach of any agreement or covenant of the Company or any Subsidiary contained in this Agreement or in the Disclosure Letter or any Related Document with respect to obligations to be performed on or prior to the Closing Date; or (iii) the assertion of any claim, demand, Liability or obligation against any member of the Buyer Group arising from or in connection with any assertion by any current or former shareholder or optionholder of the Company or any Subsidiary or the heirs, representatives or estate thereof of any impropriety with respect to any actions or transactions of or involving the Company or the Subsidiaries prior to or at the Closing (including, without limitation, the actions and transactions contemplated by this Agreement and the Related Documents and the manner and amount of consideration paid to each Shareholder for the Merger Shares).
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Related to BY THE SHAREHOLDER GROUP IN FAVOR OF THE BUYER GROUP

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Covenants of the Selling Shareholders Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

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