Obligations of Investors. The Company acknowledges that the obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to enter into to this Agreement has been made by such Investor independently of any other Investor. The Company further acknowledges that nothing contained in this Agreement, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of this Agreement and with respect to the transactions contemplated hereby. The Company has elected to provide all Investors with the same terms and Agreement for the convenience of the Company and not because it was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to this Agreement in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to this Agreement or the transactions contemplated hereby or thereby.
Obligations of Investors. 5.1. Each Investor shall furnish in writing 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 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 five (5) Business Days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Investors of the information the Company requires from the Investors. Each Investor shall provide such information to the Company at least two (2) Business Days prior to the anticipated filing date of the Registration Statement.
5.2. Each Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder.
5.3. Each Investor agrees that, upon receipt of any notice from the Company of the commencement of a Suspension pursuant to Section 3, it will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement, until such Investor’s receipt of the supplemented or amended prospectus filed with the SEC and until any related post-effective amendment is declared effective or until the Investors are advised in writing by the Company that the current Prospectus may be used and the Investors have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus and, if so directed by the Company, each Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.
Obligations of Investors. The Company acknowledges that the obligations of each Investor under this Exhibit A are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Exhibit A. The decision of each Investor to enter into to this Exhibit A has been made by such Investor independently of any other Investor. The Company further acknowledges that nothing contained in this Exhibit A, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Exhibit A, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.
Obligations of Investors. The obligations of the Investors ------------------------ hereunder are several and not joint.
Obligations of Investors. The Company acknowledges that the obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to enter into to this Agreement has been made by such Investor independently of any other Investor. The Company further acknowledges that nothing contained in this Agreement, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.
Obligations of Investors. Each Investor shall furnish to the Company such information regarding such Investor, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act. Each Investor agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit A to the Subscription Agreement (a “Selling Stockholder Questionnaire”) on a date that is not less than fifteen (15) trading days prior to the Filing. The Company shall have no obligation to include in the Registration Statement Registrable Securities of an Investor who has failed to timely furnish such information which, in the opinion of counsel to the Company, is reasonably required to be furnished or confirmed in order for the Registration Statement, to comply with the Securities Act.
Obligations of Investors. In partial consideration of the commitment of AOP hereunder, each Direct Investor and each Agent Investor as agent for and on behalf of its respective Pecuniary Owners agrees to indemnify and hold harmless AOP and any of its respective affiliates, directors, officers, agents and employees and each other person, if any, controlling AOP or any of its respective affiliates (each an "AOP Indemnified Person") from and against any losses (or actions in respect thereof) to which such AOP Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly, any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by such Investor in or pursuant to this Agreement, and 39 will reimburse any AOP Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such AOP Indemnified Person in connection with investigating, preparing or defending any such action or claim pending or threatened, whether or not such AOP Indemnified Person is a party hereto. In the event that the foregoing indemnity is unavailable or insufficient to hold the AOP Indemnified Person harmless, such Investor shall contribute to amounts paid or payable by such AOP Indemnified Person in respect of such losses, claims, damages, liabilities and expenses in such proportion as appropriately reflects the relative benefits received by and fault of such Investor, on the one hand, and AOP, on the other hand, in connection with the matters as to which such losses, claims, damages, liabilities or expenses relate. Notwithstanding the foregoing, no Investor shall have liability under this Section until such time as the aggregate losses and expenses of the AOP Indemnified Persons as a group exceed $500,000; provided that the aggregate -------- amount of liability of such Investor to the AOP Investor Indemnified Persons as a group under this Section shall not exceed the amount of the Purchase Price funded by such Investor pursuant to this Agreement.
Obligations of Investors. It shall be a condition precedent to the obligation of the Company to register any Registrable Securities pursuant to Section 9.4 and 9.5 hereof that the Investors shall (i) furnish to the Company such information regarding the Registrable Securities held and the intended method of disposition thereof and other information concerning the Investors as the Company shall reasonably request and as shall be required in connection with the registration statement to be filed by the Company; (ii) agree to abide by such additional or customary terms affecting the proposed offering as are applicable to shareholders (including holders of Warrants, Underlying Shares or shares of Restricted Stock) in any such registration as reasonably may be requested by the managing underwriter of such offering, including a requirement, if applicable, to withhold from the public market for a period of time requested by the managing underwriting not to exceed 180 days after any such offering, Warrants and any shares excluded from the offering at the request of the underwriter as permitted under Section 9.4 and 9.5 hereof; and (iii) agree in writing in form satisfactory to the Company to pay all underwriting discounts and commissions applicable to the securities being sold by the Investors.
Obligations of Investors. In addition to their respective obligations provided elsewhere in this Agreement, the Investors shall use their respective commercially reasonable efforts to promptly perform the following responsibilities:
(i) to use reasonable efforts to assist the Group Companies to enhance corporate governance and improve internal control system of the Group;
(ii) to use reasonable efforts in good faith to assist the Group Companies to enhance the Group’s economic results and profitability; and
(iii) to actively perform their obligations and responsibilities under the other Transaction Documents, as applicable.
Obligations of Investors. The Parties acknowledge and agree that the Investors’ obligations to subscribe the Subscribed Shares and consummate the Closing shall be several and not joint. For the avoidance of doubt, each Investor shall be entitled to proceed to the Closing and subscribe its portion of the Subscribed Shares hereto pursuant to this Section 2 as long as all closing conditions specified in Section 6 applicable to such Investor have been satisfied or waived by the relevant Party. Closing of the investment by an Investor shall not be conditional upon completion of the subscription of the relevant portion of the Subscribed Shares by the other Investor or any Management SPV in accordance with Section 2.1.
