Obligations of Stockholder. In consideration of good and valuable consideration received and accepted by Stockholder, the receipt and sufficiency of which is fully acknowledged, Stockholder agrees that on or before June 19, 2009, Stockholder shall deliver to the Escrow Agent (as defined in that certain Escrow Agreement, dated June 16, 2009) an aggregate of ten million (10,000,000) shares of the common stock of the Buyer owned and held by him (the “Shares to be Cancelled”). The Parties agree that all of the Shares to be Cancelled shall, at the Closing (as defined in the Principal Purchase Agreement) shall be delivered to the Buyer’s stock transfer agent and cancelled.
Obligations of Stockholder. In order for any Registrable Shares to be included in any Piggyback Underwriting or Shelf Registration, the Stockholder shall provide all such information and materials to AspenTech and take all such action as may be required in order to permit AspenTech to comply with all applicable requirements of the SEC and any state securities commission and to obtain the effectiveness of and any desired acceleration of the effective date of such registration statement. Such provision of information and materials is a condition precedent to the obligations of AspenTech pursuant to Section 6.1, provided that AspenTech shall have used its reasonable efforts to provide reasonable advance notice of the need for such information, materials or action and shall have afforded the Stockholder a reasonable opportunity to provide such materials and to take such action. The Stockholder shall enter into, if the registration is pursuant to a Piggyback Underwriting, an underwriting agreement with the underwriter or underwriter of such offering containing representations, warranties, indemnities and agreements then customarily included by selling stockholders in underwriting agreements with respect to secondary distributions.
Obligations of Stockholder. At each Closing, Stockholder will deliver, or cause to be delivered, to Corporation the certificates for the Shares to be redeemed at such Closing duly endorsed for transfer to Corporation or accompanied by duly executed stock powers endorsed in blank.
Obligations of Stockholder. Stockholder makes no agreement or -------------------------- understanding herein in his or her capacity as a director or officer of Company, and nothing herein will limit or affect any actions taken by Stockholder in his or her capacity as an officer or director of Company in exercising its rights under the Merger Agreement.
Obligations of Stockholder. As a condition to including any Registrable Securities in the Registration Statement pursuant to this Section 4, Stockholder shall be required to execute and comply with such agreements and documents as may be reasonably requested by the Company or the underwriters in connection with the Initial Offering.
Obligations of Stockholder. The events described in this Section 4.02 shall be a condition precedent to the Closing.
(a) The Stockholder agrees to (i) deliver to RSMI stock certificates representing his ownership of the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and (ii) execute, acknowledge, and deliver any and all other documents that are necessary to transfer the Shares.
Obligations of Stockholder. To include any shares of -------------------------- Company Common Stock in any registration, Stockholder shall:
(1) Cooperate with the Company in preparing each such registration and execute all such agreements as any representative of the underwriters may deem reasonably necessary in favor of the underwriters;
(2) Promptly supply the Company with all information, documents, representations and agreements as the underwriters or the Company may deem reasonably necessary in connection with such registration; and
(3) In the case of an underwritten public offering, agree in writing not to sell or transfer any shares of the Company Stock not included in such registration during the period beginning ten (10) days prior to the filing and ending up to one hundred eighty (180) days after the effective date of such registration (or such shorter "lock-up" required by the underwriters of the Company's officers and directors generally) without the underwriters' or the Company's consent.
Obligations of Stockholder. (a) Subject to the limitations set forth this Section 7.1 and otherwise in this Article VII, the Stockholder (the “Stockholder Indemnifying Party”) agrees to indemnify and hold harmless Parent, the Surviving Entity and their respective directors, officers and Affiliates and their successors and assigns (each a “Parent Indemnified Party”) from and against any and all Losses of the Parent Indemnified Parties, to the extent directly or indirectly resulting or arising from or based upon:
(i) breach of any representation or warranty set forth in Article III; and
(ii) all Taxes to the extent resulting from or relating to the ownership, management or use of and the operation of the Business prior to and including the Closing Date.
(b) The obligations of the Stockholder under this Section 7.1 shall be subject to the following limitations:
(i) The Stockholder shall not have any liability to any Parent Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 7.1(a), until such time as the amount of all such liability shall collectively exceed $50,000 (the “Threshold”), whereupon the Losses exceeding the Threshold shall be payable by the Stockholder;
(ii) The maximum aggregate amount of Losses for which the Stockholder shall be liable pursuant to Section 7.1(a) shall be equal to $1,500,000 (except for Losses incurred as a result of the Stockholder’s fraud for which the maximum aggregate amount of Losses for which the Stockholder shall be liable shall be equal to the amount of Merger Consideration actually received).
(iii) In no event shall the Stockholder’s aggregate liability to any Indemnified Party under Section 7.1 exceed the after tax amount of such Claim and all Claims shall be net of any insurance proceeds reasonably expected to be received in respect of Losses subject to such Claim. The Parent Indemnified Parties shall use all reasonable efforts to collect any amounts available under applicable insurance policies with respect to Losses subject to a Claim.
Obligations of Stockholder. In connection with any Piggyback Registration, the Company may require the Stockholder to furnish the Company such information regarding the Stockholder and the distribution of the Shares as the Company may reasonably request for the purpose of effecting such registration. In addition, the Stockholder must (i) agree to sell the Shares on the basis provided in the underwriting agreement entered into in connection with the Piggyback Registration and (ii) complete and execute all documents required pursuant hereto or the underwriting agreement.
Obligations of Stockholder
