By the Shareholders. In connection with the registration under the Securities Act of the HIE Common Stock of the Shareholders pursuant to this Section 3, the Shareholders receiving such HIE Common Stock shall, severally, indemnify and hold harmless HIE, each of its directors, each of its officers who have signed such Registration Statement and each other person, if any, who controls HIE within the meaning of Section 15 of the Securities Act, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act or otherwise, but only to the extent such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents 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, if the statement or omission was made in reliance upon and in conformity with written information furnished to HIE by such indemnifying party for use therein; (ii) the use by such indemnifying party of any Prospectus after such time as HIE has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of HIE to keep the Registration Statement effective and current has expired, or (iii) any information given or representation made by such indemnifying party in connection with the sale of HIE Common Stock which is not contained in and not in conformity with the Prospectus (as amended or supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to any such claims with respect to any offering of securities pursuant to this Section 3.
By the Shareholders. (i) Subject to Sections 9.2(e), 9.2(f), 9.2(h), 9.2(i) and 9.3, the Shareholders jointly and severally shall protect, defend, indemnify and hold harmless ATS, PMG and their respective Affiliates, and their officers, directors, employees, agents, representatives, successors and assigns (“ATS Indemnitees”) from and against any losses, damages and expenses (including, without limitation, except as provided in Section 9.2(d)(ii), reasonable counsel fees, costs and expenses incurred by ATS in investigating and defending against the assertion of such liabilities) that may be sustained, suffered or incurred by ATS Indemnitees and that arose from (A) any breach by the Shareholders or PMG of their respective representations and warranties in this Agreement (as modified by the Disclosure Schedules, but not as such Disclosure Schedules may be updated pursuant to Section 5.17(b) hereof), (B) any breach by the Shareholders of covenants and obligations in or under this Agreement, or breach by PMG of any pre-Closing covenants and obligations including, but not limited to, the Shareholders’ or PMG’s obligations pursuant to Article 5 (including, but not limited to, the Shareholders’ obligations under Section 5.8 and obligations to make payments to ATS pursuant to Section 5.11(a) and 5.11(b)), (C) Taxes as provided in paragraph (ii) of this Section 9.2(b), to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of the Closing Net Working Capital (it being the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Shareholders to pay (or receive a reduction in the Purchase Consideration) twice for the same Tax or other liability) and (D) the Shareholders’ Transaction Costs (if such costs are not requested in writing by the Shareholders to be paid by ATS, in accordance with Section 5.7(a)).
(ii) The obligations of the Shareholders under paragraph (i) of this Section 9.2(b) shall extend to (A) all Taxes with respect to taxable periods ending on or prior to the Closing Date and (B) all Taxes with respect to Straddle Periods to the extent that such Taxes are allocable to the period prior to Closing pursuant to Section 5.11(b); provided, however, that such obligations of the Shareholders shall not extend to Taxes and related reimbursement obligations for which ATS is responsible pursuant to Section 5.16(b) hereof. Such obligations of the Shareholde...
By the Shareholders. The Corporation's shareholders may amend or repeal the Corporation's Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. These Bylaws may be amended by the shareholders at a meeting called for such purpose in any manner not inconsistent with any provision of law or of the Corporation’s Certificate of Incorporation.
By the Shareholders. Xxxxx X. Xxxxxx, Xxxxxxx Xxx and, solely with respect to Section 4.2, Xxxxx Xxxxxx, jointly and severally, shall indemnify and hold harmless A4S and the Merger Sub, and each of their respective officers, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by the Shareholders or the Targets in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); and (ii) any breach of the covenants and agreements made by the Shareholders or the Targets in this Agreement or any exhibit hereto delivered by the Shareholders or the Targets in connection with the Closing.
By the Shareholders. From and after the Closing, each Shareholder shall jointly and severally indemnify, save and hold harmless Buyer, its affiliates and subsidiaries, and its and their respective officers, directors, employees, agents and other representatives, from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses
By the Shareholders. The Shareholders shall deliver or cause to be delivered to Buyer the following:
(i) The stock certificates evidencing all of the Shares, accompanied by appropriate instruments of transfer duly executed by the Shareholders;
(ii) The Employment Agreements, duly executed by Rockx X. Xxxxxx, Xxbexx X. Xxxxxxxxx xxx Baxtxx X. Wxxxxxx;
(iii) The Releases, duly executed by the Shareholders; and
(iv) Each of the certificates, documents, instruments and evidences required to be delivered to Buyer pursuant to Section 9 above.
