Common use of Company’s Responsibilities Clause in Contracts

Company’s Responsibilities. The Company agrees to perform the following duties to assist the Family Agreement Shareholders to carry out the Agreement. 10.1 A purported transferee of a Transfer not made in accordance with the provisions of the Agreement shall not be recognized as a Shareholder of the Company for any purpose whatsoever. 10.2 The Secretary of the Company, or his or her designee, shall review the written certifications, as provided by Section 3, and approve or disapprove the certifications as such Secretary or designee shall, in his or her discretion, deem appropriate. 10.3 The Company shall promptly forward to the Family Agreement Shareholders copies of all Offer Notices received by the Company under Section 4.1, a summary of Acceptance Notices received by the end of the Family Offeree Acceptance Period, a copy of any Acceptance Notice received from the Company or the ESOP as provided by Section 4.3, and such other notices as may reasonably be required to assist in the timely closing of the transactions covered by Section 4; and shall forward to Family Agreement Shareholders the notices to be given under Section 6. 10.4 In issuing Shares transferred in accordance with the Agreement, the Company shall affix to the newly issued Shares such legends, as may be required by this Agreement or determined by the Secretary of the Company to be appropriate, including without limitation, the legend described in Section 11.4. 10.5 The Company shall give all Family Agreement Shareholders at least twenty (20) days written notice of meetings at which directors of the Company are to be elected, amendments to the Articles of Incorporation of the Company are to be voted on by Shareholders, or other Major Decisions are to be voted on by the Shareholders; record the votes of the Shares on the matters to be voted on at the Family Agreement Shareholders meeting and cause the Shares to be voted at Shareholder meetings in accordance with the provisions of Section 8. 10.6 The Secretary of the Company is authorized to revise Exhibit A to reflect changes in the list of Family Agreement Shareholders.