Common use of Investor Obligations Clause in Contracts

Investor Obligations. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. (b) Each Investor, by such Investor’s execution of this Agreement, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from the Registration Statements. (c) If the services of an underwriter are engaged, each Investor agrees to enter into and perform such Investor’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(e) or 6(l), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(e) or 6(l) and, if so directed by the Company, such Investor shall deliver to the Company or destroy all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, customary lockup arrangements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 7 below. (f) The Investors shall comply with all applicable laws related to a Registration Statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including without limitation the Securities Act and the Exchange Act (as defined below) and the rules and regulations promulgated by the SEC).

Investor Obligations. (a) It shall be a condition precedent Notwithstanding anything to the contrary herein (but in all cases subject, for the avoidance of doubt, to the satisfaction of the conditions precedent set forth in Section 2), Investor hereby absolutely, irrevocably and unconditionally guarantees to Parent, Merger Sub and the Company the due and punctual performance and discharge of all of the payment obligations of Parent and Merger Sub under the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, that in no event shall the aggregate liability of Investor hereunder exceed the Willful Breach Cap Amount (or, in the case of a termination pursuant to Section 8.1(c) of the Merger Agreement, exceed an amount equal to the Parent Termination Fee). If Parent or Merger Sub fails to discharge any portion of the Guaranteed Obligations when due, upon the Company’s demand, Investor’s liability to Parent, Merger Sub and the Company hereunder in respect of such portion of the Guaranteed Obligations shall become immediately due and payable, and the Company may at any time and from time to complete time, at the registration pursuant Company’s option, and so long as Parent and Merger Sub have failed to this Agreement discharge the Guaranteed Obligations, take any and all actions available hereunder to collect Investor’s liabilities hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing, Investor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against Investor for the unsatisfied Guaranteed Obligations, regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. For the avoidance of doubt, Investor may satisfy any or all of the Guaranteed Obligations with respect to the Registrable Securities of a particular Investor that such Investor shall furnish direct payment to the Company and in no event will Investor have any obligation to contribute such information regarding itselfamount to the capital of Parent or Merger Sub, and such direct payment will be considered as satisfaction (to the Registrable Securities held by it extent of such payment) of Parent’s and Merger Sub’s obligations under the intended method of disposition applicable provision of the Registrable Securities held by it as Merger Agreement and of Investor’s obligations under this Section 5. The guarantee of payment obligations of Investor under this Section 5 shall be reasonably required referred to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor“Guarantee”. (b) Each Investor, by such Investor’s execution liability under this Section 5 is absolute, unconditional, irrevocable and continuing irrespective of this Agreementany modification, agrees amendment or waiver of or any consent to cooperate departure from the Merger Agreement that may be agreed to by the parties to the Merger Agreement in accordance with the terms of the Merger Agreement. Without limiting the foregoing, none of the Company, Merger Sub or the Company as reasonably requested by shall be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Parent, Merger Sub or the Company to so file shall not affect Investor’s obligations hereunder. The Guarantee is a guarantee of payment and not of collection. In the event that any payment to the Company in connection respect of any Guaranteed Obligations is rescinded or must otherwise be returned to Parent, Merger Sub or Investor for any reason whatsoever, Investor shall remain liable hereunder with respect to the preparation and filing of the Registration Statements hereunder, unless unpaid Guaranteed Obligations as if such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from the Registration Statementspayment had not been made. (c) If the services of an underwriter are engaged, each Investor agrees that the Company may, in its sole discretion, at any time and from time to time, without notice to or further consent of Investor, extend the time of payment of any of the Guaranteed Obligations, and may also enter into any agreement with Parent and perform such Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting Investor’s obligations under an underwriting agreementthe Guarantee or affecting the validity or enforceability of the obligations of Investor under this Section 5. Subject to termination of this letter agreement as provided herein, Investor agrees that the obligations of Investor hereunder shall not be released or discharged, in usual whole or in part, or otherwise affected by: (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or Investor; (ii) any change in the time, place or manner of payment of any of the Guaranteed Obligations, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof; (iii) any change in the legal existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; or (iv) any insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against Parent or Merger Sub. Investor waives promptness, diligence, notice of the acceptance of the Guarantee and customary formof the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all (other than notices to Parent pursuant to the Merger Agreement), all defenses which may be available by virtue of any stay, moratorium or other similar law now or hereafter in effect or any right to require the marshaling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations. Investor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in the Guarantee are knowingly made in contemplation of such benefits. (d) Investor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of Investor’s obligations under or in respect of the Guarantee, including, without limitation, customary indemnification and any right of subrogation, reimbursement, exoneration, contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(e) or 6(l), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(e) or 6(l) and, if so directed by the Company, such Investor shall deliver to the Company or destroy all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeindemnification. (e) No Notwithstanding anything to the contrary contained in this Section 5 or otherwise, in addition to any contractual defenses of Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor’s Registrable Securities on the basis provided of a breach of this letter agreement, Investor shall have all defenses to the payment of its obligations under this Section 5 that would be available to Parent, Merger Sub or any assignee in any underwriting arrangements in usual and customary form entered into by respect of the Company, Merger Agreement with respect to the Guaranteed Obligations (ii) completes and executes all questionnaires, powers of attorney, indemnities, customary lockup arrangements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees than bankruptcy or other inability to pay its pro rata share the Guaranteed Obligations of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 7 belowParent or Merger Sub). (f) The Investors Unless terminated pursuant to Section 6, the Guarantee may not be revoked or terminated and shall comply with all applicable laws related to a Registration Statement remain in full force and offering and sale of securities and all applicable rules and regulations of governmental authorities effect until the Guaranteed Obligations have been indefeasibly paid in connection therewith (including without limitation the Securities Act and the Exchange Act (as defined below) and the rules and regulations promulgated by the SEC)full.

Investor Obligations. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a any particular Investor or to make any Event Payments set forth in Section 6.1(c) to such Investor that such Investor shall furnish to the Company the information specified in Exhibits X-0, X-0 and, as applicable, A-3 or A-4 hereto and such other information regarding itself, the Registrable Securities and other shares of Common Stock held by it and the intended method of disposition of the Registrable Securities held by it (if different from the Plan of Distribution set forth on Exhibit B hereto) as shall be reasonably required to effect the registration of such Registrable Securities and shall complete and execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. (b) Each Investor, by such Investor’s execution of this Agreement, Investor agrees to cooperate that it will comply with the Company prospectus delivery requirements of the Securities Act as reasonably requested by the Company applicable to it in connection with the preparation and filing sales of Registrable Securities pursuant to the Registration Statements hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Statement and shall sell its Registrable Securities from the Registration Statements. (c) If the services of an underwriter are engaged, each Investor agrees to enter into and perform such Investor’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, accordance with the managing underwriter Plan of such offering and take such other actions as are reasonably required Distribution set forth in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (d) Prospectus. Each Investor further agrees that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 6(eSections 6.2(c)(ii), (iii) or 6(l(iv), such Investor will immediately discontinue disposition of such Registrable Securities pursuant to under the Registration Statement covering such Registrable Securities and by means of the Prospectus until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(e) or 6(l) and, if so directed by the Company, such Investor shall deliver to the Company or destroy all copies is advised in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, customary lockup arrangements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable writing by the Company pursuant that the use of the Prospectus, or amended Prospectus, as applicable, may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. Each Investor, severally and not jointly with the other Investors, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 7 below. (f) The Investors shall 4.1 is predicated upon the Company’s reliance that the Investor will comply with all applicable laws related to a Registration Statement and offering and sale the provisions of securities and all applicable rules and regulations of governmental authorities in connection therewith (including without limitation this subsection. Both the Securities Act Company and the Exchange Act (as defined below) Transfer Agent, and the rules their respective directors, officers, employees and regulations promulgated by the SEC)agents, may rely on this subsection.

Investor Obligations. (a) It shall be a condition precedent Notwithstanding anything to the contrary herein (but in all cases subject, for the avoidance of doubt, to the satisfaction of the conditions precedent set forth in Section 2), Investor hereby absolutely, irrevocably and unconditionally guarantees to Parent, Merger Sub and the Company the due and punctual performance and discharge of all of the payment obligations of Parent and Merger Sub under the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, that in no event shall the aggregate liability of Investor hereunder exceed the Willful Breach Cap Amount (or, in the case of a termination pursuant to Section 8.1(c) of the Merger Agreement, exceed an amount equal to the Parent Termination Fee). If Parent or Merger Sub fails to discharge any portion of the Guaranteed Obligations when due, upon the Company’s demand, Investor’s liability to Parent, Merger Sub and the Company hereunder in respect of such portion of the Guaranteed Obligations shall become immediately due and payable, and the Company may at any time and from time to complete time, at the registration pursuant Company’s option, and so long as Parent and Merger Sub have failed to this Agreement discharge the Guaranteed Obligations, take any and all actions available hereunder to collect Investor’s liabilities hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing, Investor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against Investor for the unsatisfied Guaranteed Obligations, regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. For the avoidance of doubt, Investor may satisfy any or all of the Guaranteed Obligations with respect to the Registrable Securities of a particular Investor that such Investor shall furnish direct payment to the Company and in no event will Investor have any obligation to contribute such information regarding itselfamount to the capital of Parent or Merger Sub, and such direct payment will be considered as satisfaction (to the Registrable Securities held by it extent of such payment) of Parent’s and Merger Sub’s obligations under the intended method of disposition applicable provision of the Registrable Securities held by it as Merger Agreement and of Investor’s obligations under this Section 5. The guarantee of payment obligations of Investor under this Section 5 shall be reasonably required referred to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor“Guarantee”. (b) Each Investor, by such Investor’s execution liability under this Section 5 is absolute, unconditional, irrevocable and continuing irrespective of this Agreementany modification, agrees amendment or waiver of or any consent to cooperate departure from the Merger Agreement that may be agreed to by the parties to the Merger Agreement in accordance with the terms of the Merger Agreement. Without limiting the foregoing, none of the Company, Merger Sub or the Company as reasonably requested by shall be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Parent, Merger Sub or the Company to so file shall not affect Investor’s obligations hereunder. The Guarantee is a guarantee of payment and not of collection. In the event that any payment to the Company in connection respect of any Guaranteed Obligations is rescinded or must otherwise be returned to Parent, Merger Sub or Investor for any reason whatsoever, Investor shall remain liable hereunder with respect to the preparation and filing of the Registration Statements hereunder, unless unpaid Guaranteed Obligations as if such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from the Registration Statementspayment had not been made. (c) If the services of an underwriter are engaged, each Investor agrees that the Company may, in its sole discretion, at any time and from time to time, without notice to or further consent of Investor, extend the time of payment of any of the Guaranteed Obligations, and may also enter into any agreement with Parent and perform such Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting Investor’s obligations under an underwriting agreementthe Guarantee or affecting the validity or enforceability of the obligations of Investor under this Section 5. Subject to termination of this letter agreement as provided herein, Investor agrees that the obligations of Investor hereunder shall not be released or discharged, in usual and customary formwhole or in part, includingor otherwise affected by: (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent, without limitationMerger Sub or Investor; (ii) any change in the time, customary indemnification and contribution obligationsplace or manner of payment of any of the Guaranteed Obligations, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the managing underwriter terms thereof; (iii) any change in the legal existence, structure or ownership of such offering and take such Parent, Merger Sub or any other actions as are reasonably required Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in order to expedite the transactions contemplated by the Merger Agreement; or facilitate the disposition (iv) any insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against Parent or Merger Sub. Investor waives promptness, diligence, notice of the Registrable Securitiesacceptance of the Guarantee and of the Guaranteed Obligations, unless such Investor has notified the Company in writing presentment, demand for payment, notice of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (d) Each Investor agrees thatnon-performance, upon receipt default, dishonor and protest, notice of any notice from the Company of the happening of any event of the kind described in Section 6(e) or 6(l), such Investor will immediately discontinue disposition of Registrable Securities Guaranteed Obligations incurred and all (other than notices to Parent pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt Merger Agreement), all defenses which may be available by virtue of any stay, moratorium or other similar law now or hereafter in effect or any right to require the copies marshaling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the supplemented or amended prospectus Guaranteed Obligations. Investor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by Section 6(e) or 6(l) and, if so directed by the Company, such Investor shall deliver to Merger Agreement and that the Company or destroy all copies waivers set forth in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt Guarantee are knowingly made in contemplation of such noticebenefits. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, customary lockup arrangements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 7 below. (f) The Investors shall comply with all applicable laws related to a Registration Statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including without limitation the Securities Act and the Exchange Act (as defined below) and the rules and regulations promulgated by the SEC).