Common use of MW COMMON STOCK Clause in Contracts

MW COMMON STOCK. (a) The MW Common Stock to be delivered to Shareholders will not be registered under federal or state securities laws, but rather, issued pursuant to an exemption therefrom. As a result, Shareholders acknowledge and agree that such MW Common Stock is "restricted" stock as such term is defined under such securities laws and cannot be sold, pledged or transferred unless subsequently registered or unless an exemption is available allowing its resale. (b) Parent, at its expense, shall file a shelf registration statement (the "Registration Statement") as soon as reasonably practicable after the Closing Date, pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") with respect to all the MW Common Stock issued by Parent in connection with consummating the transactions contemplated by this Agreement (including, without limitation, those shares deposited in escrow under the Escrow Agreement) (collectively, "Registrable Shares"). Parent shall use its best efforts to: (i) have the Registration Statement declared effective on or before July 15, 1998; and (ii) keep the Registration Statement continuously effective and to supplement and amend it as required by the Securities Act and the regulations thereunder from the date the Registration Statement is declared effective (the "Initial Effective Date") until the earliest to occur of the following events: (A) such time as Shareholders holding Registrable Shares may transfer the MW Common Stock pursuant to the safe harbor provisions of Rule 144 under the Securities Act without having to comply with any volume limitations under such rule; (B) notification to Parent that all Registrable Shares have been sold for the accounts of the participating Shareholders; or (C) a request by all participating Shareholders having unsold Registrable Shares that the Registration Statement be terminated (the period between the Initial Effective Date and earliest to occur of such events is hereinafter referred to as the "Registration Statement Period"). If the Registration Statement ceases to be effective at any time during the Registration Statement Period, Parent, at its expense, shall within thirty days of such cessation cause to be filed an additional shelf registration statement covering the unsold balance of the Registrable Shares and shall use its best efforts to have such registration statement declared effective as soon as practicable thereafter and keep such registration statement effective until the end of the Registration Statement Period. (c) Parent agrees to furnish each participating Shareholder with such number of conformed copies of any registration statement and prospectus included therein (including each preliminary prospectus) covering the Registrable Shares as each such Shareholder reasonably may request in order to facilitate the public sale of the Registrable Shares covered by such registration statement. (d) All expenses incurred by Parent, Purchaser and the Shareholders in connection with any registration under this Agreement shall be paid by Parent and Purchaser, including without limitation all registration and filing fees, printing expense, fees and disbursements of counsel and independent public accountants for the Parent and the Purchaser, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of securities exchanges or the National Association of Securities Dealers, Inc., fees of transfer agents and registrars, but excluding any selling commissions and transfer taxes applicable to the sale of the MW Common Stock and any legal fees and expenses of counsel or other advisers and agents of the selling Shareholders. (e) To ensure that the Shareholders are able to benefit from the Registration Statement and to make available the benefits of certain rules and regulations of the Securities and Exchange Commission ("SEC") that may permit the offer and/or sale of MW Common Stock to the public without registration by the Shareholders, Parent agrees to: (i) supplement and amend the Registration Statement in a timely manner if required by the registration form utilized by the Parent, or by the instructions applicable to such form or by the Securities Act or the rules and regulations thereunder or if reasonably requested by a majority in aggregate amount of the holders of Registrable Shares and to furnish the Shareholders' Representative with copies of any such amendment or supplement at least twenty-four hours prior to its being filed with the SEC; (ii) file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and the Securities Exchange Act of 1934, as amended ("Exchange Act"); (iii) make and keep public information regarding Parent available (as those terms are understood and defined in Rule 144) at all times during the Registration Period or such longer period ending on the date upon which the Shareholders no longer need to rely on Rule 144; and (iv) so long as any Shareholder owns any MW Common Stock, furnish to each Shareholder upon written request a written statement by Parent that all reports and filings that are necessary to be filed by Parent for any Shareholder to avail himself or herself of Rule 144 or 145 have been filed, and provide a copy of the most recent annual or quarterly report of Parent, and any other reports and documents as a Shareholder may reasonably request in availing himself or herself of any rule or regulation of the SEC. (f) Parent and Mail-Well, jointly and severally, shall indemnify the Shareholders (and any Person who is an Affiliate of such Shareholders within the meaning of the Securities Act) whose shares of MW Common Stock are included in any registration statement as Registrable Shares against all expenses, claims, losses, damages, or liabilities, including, without limitation, reasonable attorneys' fees and court costs (collectively, a "Liability"), to which the Shareholder may become subject under the Securities Act, the Exchange Act or any rule or regulation under either of them or other statute or at common law, arising out of or based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement, and any document incorporated by reference therein (a "Registration Document"); or (ii) any omission or alleged omission to state a material fact required to be stated in any Registration Document or necessary in order to make any statement in any Registration Document not misleading. Notwithstanding the foregoing, neither Parent nor Mail-Well will be liable to a Shareholder to the extent that any liability arises out of or is based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to Parent or Mail-Well for incorporation in any such Registration Document by or on behalf of such Shareholder. Parent and Mail-Well's joint and several indemnification obligation will remain in full force and effect regardless of any investigation made by or on behalf of a Shareholder and will survive transfer of the Registrable Shares by the Shareholders.

MW COMMON STOCK. (a) The MW Common Stock to be delivered to Shareholders Shareholder will not be registered under federal or state securities laws, but rather, issued pursuant to an exemption therefrom. As a result, Shareholders acknowledge Shareholder acknowledges and agree agrees that such MW Common Stock is "restricted" stock as such term is defined under such securities laws and cannot be sold, pledged or transferred unless subsequently registered or unless an exemption is available allowing its resale. (b) Parent, at its expense, shall file a shelf registration statement (the "Registration Statement") as soon as reasonably practicable after the Closing Date, pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") with respect to all the MW Common Stock issued by Parent in connection with consummating the transactions contemplated by this Agreement (including, without limitation, those shares deposited in escrow under the Escrow Agreement) (collectively, "Registrable Shares"). Parent shall use its best efforts to: (i) have the Registration Statement declared effective on or before July 15, 1998; and (ii) keep the Registration Statement continuously effective and to supplement and amend it as required by the Securities Act and the regulations thereunder from the date the Registration Statement is declared effective (the "Initial Effective Date") until the earliest to occur of the following events: (A) such time as Shareholders holding Registrable Shares Shareholder may transfer the MW Common Stock pursuant to the safe harbor provisions of Rule 144 under the Securities Act without having to comply with any volume limitations under such rule; (B) notification to Parent that all Registrable Shares have been sold for the accounts account of the participating ShareholdersShareholder; or (C) a request by all participating Shareholders having unsold Registrable Shares Shareholder that the Registration Statement be terminated (the period between the Initial Effective Date and earliest to occur of such events is hereinafter referred to as the "Registration Statement Period"). If the Registration Statement ceases to be effective at any time during the Registration Statement Period, Parent, at its expense, shall within thirty days of such cessation cause to be filed an additional shelf registration statement covering the unsold balance of the Registrable Shares and shall use its best efforts to have such registration statement declared effective as soon as practicable thereafter and keep such registration statement effective until the end of the Registration Statement Period. (c) Parent agrees to furnish each participating Shareholder with such number of conformed copies of any registration statement and prospectus included therein (including each preliminary prospectus) covering the Registrable Shares as each such Shareholder reasonably may request in order to facilitate the public sale of the Registrable Shares covered by such registration statement. (d) All expenses incurred by Parent, Purchaser and the Shareholders Shareholder in connection with any registration under this Agreement shall be paid by Parent and Purchaser, including without limitation all registration and filing fees, printing expense, fees and disbursements of counsel and independent public accountants for the Parent and the Purchaser, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of securities exchanges or the National Association of Securities Dealers, Inc., fees of transfer agents and registrars, but excluding any selling commissions and transfer taxes applicable to the sale of the MW Common Stock and any legal fees and expenses of counsel or other advisers and agents of the selling ShareholdersShareholder. (e) To ensure that the Shareholders are Shareholder is able to benefit from the Registration Statement and to make available the benefits of certain rules and regulations of the Securities and Exchange Commission ("SEC") that may permit the offer and/or sale of MW Common Stock to the public without registration by the ShareholdersShareholder, Parent agrees to: (i) supplement and amend the Registration Statement in a timely manner if required by the registration form utilized by the Parent, or by the instructions applicable to such form or by the Securities Act or the rules and regulations thereunder or if reasonably requested by a majority in aggregate amount of the holders of Registrable Shares Shareholder and to furnish the Shareholders' Representative Shareholder with copies of any such amendment or supplement at least twenty-four hours prior to its being filed with the SEC; (ii) file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and the Securities Exchange Act of 1934, as amended ("Exchange Act"); (iii) make and keep public information regarding Parent available (as those terms are understood and defined in Rule 144) at all times during the Registration Period or such longer period ending on the date upon which the Shareholders Shareholder no longer need to rely on Rule 144; and (iv) so long as any Shareholder owns any MW Common Stock, furnish to each Shareholder upon written request a written statement by Parent that all reports and filings that are necessary to be filed by Parent for any Shareholder to avail himself or herself of Rule 144 or 145 have been filed, and provide a copy of the most recent annual or quarterly report of Parent, and any other reports and documents as a Shareholder may reasonably request in availing himself or herself of any rule or regulation of the SEC. (f) Parent and Mail-Well, jointly and severally, shall indemnify the Shareholders Shareholder (and any Person who is an Affiliate of such Shareholders Shareholder within the meaning of the Securities Act) whose shares of MW Common Stock are included in any registration statement as Registrable Shares against all expenses, claims, losses, damages, or liabilities, including, without limitation, reasonable attorneys' fees and court costs (collectively, a "Liability"), to which the Shareholder may become subject under the Securities Act, the Exchange Act or any rule or regulation under either of them or other statute or at common law, arising out of or based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement, and any document incorporated by reference therein (a "Registration Document"); or (ii) any omission or alleged omission to state a material fact required to be stated in any Registration Document or necessary in order to make any statement in any Registration Document not misleading. Notwithstanding the foregoing, neither Parent nor Mail-Well will be liable to a Shareholder to the extent that any liability arises out of or is based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to Parent or Mail-Well for incorporation in any such Registration Document by or on behalf of such Shareholder. Parent and Mail-Well's joint and several indemnification obligation will remain in full force and effect regardless of any investigation made by or on behalf of a Shareholder and will survive transfer of the Registrable Shares by the ShareholdersShareholder.

MW COMMON STOCK. (a) The MW Common Stock to be delivered to Shareholders will not be registered under federal or state securities laws, but rather, issued pursuant to an exemption therefrom. As a result, Shareholders acknowledge and agree that such MW Common Stock is "restricted" stock as such term is defined under such securities laws and cannot be sold, pledged or transferred unless subsequently registered or unless an exemption is available allowing its resale. (b) Parent, at its expense, shall file a shelf registration statement (the "Registration Statement") as soon as reasonably practicable after the Closing Date, pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") with respect to all the MW Common Stock issued by Parent in connection with consummating the transactions contemplated by this Agreement (including, without limitation, those shares deposited in escrow under the Escrow Agreement) (collectively, "Registrable Shares"). Parent shall use its best efforts to: (i) have the Registration Statement declared effective on or before July 15, 1998; and (ii) keep the Registration Statement continuously effective and to supplement and amend it as required by the Securities Act and the regulations thereunder from the date the Registration Statement is declared effective (the "Initial Effective Date") until the earliest to occur of the following events: (A) such time as Shareholders holding Registrable Shares may transfer the MW Common Stock pursuant to the safe harbor provisions of Rule 144 under the Securities Act without having to comply with any volume limitations under such rule; (B) notification to Parent that all Registrable Shares have been sold for the accounts of the participating Shareholders; or (C) a request by all participating Shareholders having unsold Registrable Shares that the Registration Statement be terminated (the period between the Initial Effective Date and earliest to occur of such events is hereinafter referred to as the "Registration Statement Period"). If the Registration Statement ceases to be effective at any time during the Registration Statement Period, Parent, at its expense, shall within thirty days of such cessation cause to be filed an additional shelf registration statement covering the unsold balance of the Registrable Shares and shall use its best efforts to have such registration statement declared effective as soon as practicable thereafter and keep such registration statement effective until the end of the Registration Statement Period. (c) Parent agrees to furnish each participating Shareholder with such number of conformed copies of any registration statement and prospectus included therein (including each preliminary prospectus) covering the Registrable Shares as each such Shareholder reasonably may request in order to facilitate the public sale of the Registrable Shares covered by such registration statement. (d) All expenses incurred by Parent, Purchaser and the Shareholders in connection with any registration under this Agreement shall be paid by Parent and Purchaser, including without limitation all registration and filing fees, printing expense, fees and disbursements of counsel and independent public accountants for the Parent and the Purchaser, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of securities exchanges or the National Association of Securities Dealers, Inc., fees of transfer agents and registrars, but excluding any selling commissions and transfer taxes applicable to the sale of the MW Common Stock and any legal fees and expenses of counsel or other advisers and agents of the selling Shareholders. (e) To ensure that the Shareholders are able to benefit from the Registration Statement and to make available the benefits of certain rules and regulations of the Securities and Exchange Commission ("SEC") that may permit the offer and/or sale of MW Common Stock to the public without registration by the Shareholders, Parent agrees to: (i) supplement and amend the Registration Statement in a timely manner if required by the registration form utilized by the Parent, or by the instructions applicable to such form or by the Securities Act or the rules and regulations thereunder or if reasonably requested by a majority in aggregate amount of the holders of Registrable Shares and to furnish the Shareholders' Representative with copies of any such amendment or supplement at least twenty-four hours prior to its being filed with the SEC; (ii) file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and the Securities Exchange Act of 1934, as amended ("Exchange Act"); (iii) make and keep public information regarding Parent available (as those terms are understood and defined in Rule 144) at all times during the Registration Period or such longer period ending on the date upon which the Shareholders no longer need to rely on Rule 144; and (iv) so long as any Shareholder owns any MW Common Stock, furnish to each Shareholder upon written request a written statement by Parent that all reports and filings that are necessary to be filed by Parent for any Shareholder to avail himself or herself of Rule 144 or 145 have been filed, and provide a copy of the most recent annual or quarterly report of Parent, and any other reports and documents as a Shareholder may reasonably request in availing himself or herself of any rule or regulation of the SEC. (f) Parent and Mail-Well, jointly and severally, shall indemnify the Shareholders (and any Person who is an Affiliate of such Shareholders within the meaning of the Securities Act) whose shares of MW Common Stock are included in any registration statement as Registrable Shares against all expenses, claims, losses, damages, or liabilities, including, without limitation, reasonable attorneys' fees and court costs (collectively, a "Liability"), to which the Shareholder may become subject under the Securities Act, the Exchange Act or any rule or regulation under either of them or other statute or at common law, arising out of or based upon: : (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement, and any document incorporated by reference therein (a "Registration Document"); or (ii) any omission or alleged omission to state a material fact required to be stated in any Registration Document or necessary in order to make any statement in any Registration Document not misleading. Notwithstanding the foregoing, neither Parent nor Mail-Well will be liable to a Shareholder to the extent that any liability arises out of or is based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to Parent or Mail-Well for incorporation in any such Registration Document by or on behalf of such Shareholder. Parent and Mail-Well's joint and several indemnification obligation will remain in full force and effect regardless of any investigation made by or on behalf of a Shareholder and will survive transfer of the Registrable Shares by the Shareholders.