Obligations of Stockholders. The obligations of the Stockholders hereunder shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will any Stockholder have any liability or obligation with respect to any misrepresentation or breach of covenant of any other Stockholder.
Obligations of Stockholders. Notwithstanding anything to the contrary in this Agreement, the representations, warranties, covenants and agreements of each Stockholder are several and not joint and several, and in no event shall any Stockholder have any obligation or liability for any of the representations, warranties and covenants of any other Stockholder.
Obligations of Stockholders. The liabilities and obligations of --------------------------- each Stockholder under any provision of this Agreement are several and not joint and apply solely to such Stockholder and to the Shares held of record or beneficially owned by such Stockholder. No Stockholder shall have any liability or obligation under this Agreement for any act, omission or breach by any other Stockholder.
Obligations of Stockholders. At or prior to the Closing, the --------------------------- Stockholders shall cause the Company to perform all of the obligations and agreements of the Company required to be performed by the Company at or prior to the Closing.
Obligations of Stockholders. In connection with any registration required to be effected pursuant to this Section 2, the Stockholders selling any shares in connection with such registration shall furnish to the Company such information regarding themselves, the shares held by them and the intended method of disposition of such shares as shall be required or reasonably necessary to effect the registration of their shares.
Obligations of Stockholders. The Company and the Stockholders hereby agree to cooperate fully in any Approved Sale and not to take any action prejudicial to or inconsistent with such Approved Sale. Without limiting the generality of the foregoing, each Stockholder hereby agrees to (i) vote such Stockholder's Securities to approve the terms of any such Approved Sale and such matters ancillary thereto as may be necessary in the judgment of the Board of Directors of the Company to effect such Approved Sale, (ii) waive any appraisal rights that such Stockholder would have with respect to such Approved Sale, (iii) in an Approved Sale structured as a sale of stock, sell all of such Stockholder's Securities on the terms and conditions approved by the Board of Directors of the Company and (iv) upon request, deliver such Stockholder's Securities (together with executed instruments of transfer) in escrow (pending receipt of the purchase price therefor) to counsel for the Company in such sale.
Obligations of Stockholders. In connection with an Approved Sale or Approved Reorganization: (i) upon the consummation of the Approved Sale or Approved Reorganization, all of the holders of each class of Stockholder Shares shall receive the same form and amount of consideration per share of Stockholder Shares as the other holders of such class, or if any holders of a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders of such class shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire Stockholder Shares shall be given reasonable prior notice of such Approved Sale or Approved Reorganization and a reasonable opportunity, at such holder's election and except as otherwise provided for in any related stock option agreement, to either (A) exercise such rights prior to the consummation of the Approved Sale or Approved Reorganization and participate in such sale as holders of Stockholder Shares or (B) upon the consummation of the Approved Sale or Approved Reorganization, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of a class of Stockholder Shares received by holders of such class of Stockholder Shares in connection with the Approved Sale less the exercise price per share of such class of Stockholder Shares of such rights to acquire such class of Stockholder Shares by (2) the number of shares of such class of Stockholder Shares represented by such rights.
Obligations of Stockholders. Section 3.1 Each Stockholder hereby severally and not jointly represents and warrants with the Company that as of the date hereof:
Obligations of Stockholders. 37 ARTICLE VIII - INDEMNIFICATION......................................... 37 8.1 Indemnification by the Stockholders and the Company.......... 37 8.2
Obligations of Stockholders. The events described in this Section 4.02 shall be a condition precedent to the Closing:
(a) The Stockholders agree to (i) deliver to RSMI stock certificates representing their ownership of the KT Shares, KTOC Shares, and AMOK 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 KT Shares, KTOC Shares, and AMOK Shares; and
(b) Xxxxxxx Xxxxx agrees to take all necessary actions to assure that the Francarep Shares are transferred from the Escrow Agent to RSMI.
