Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
(b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder's election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement.
(c) The Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r), the Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that...
Obligations of the 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 the Stockholders. (a) From and after the Closing Date, the Stockholders hereby agree jointly and severally to indemnify, defend and hold harmless BPB and its employees, officers, partners and other Affiliates from and against any and all Losses which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from: (i) any inaccuracy in or breach of any of the representations or warranties of the Stockholders made in or pursuant to this Agreement other than those contained in Articles IV or V (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this clause (i), the accuracy of the representations and warranties made by the Stockholders shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge and Material Adverse Effect); and (ii) any breach or nonperformance of any of the covenants or agreements made by the Stockholders in or pursuant to this Agreement;
(b) From and after the Closing Date, each of C. Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxxxxx hereby agree jointly and severally to indemnify, defend and hold harmless BPB and its employees, officers, partners and other Affiliates from and against any and all Losses which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of any of the Stockholders made in or pursuant to Articles IV and V of this Agreement (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this Section 10.1(b), the accuracy of the representations and warranties made by any of the Stockholders shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge and Material Adverse Effect); and
(c) From and after the Closing Date, each of Xxxx X. Xxxxxxx, Xxxxx Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxxxxxx and Xxxxx Xxxxx for themselves individually and not jointly hereby agree to indemnify, defend and hold harmless BPB and its employees, officers, partners and other Affiliates from and against any and all Losses which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of any of such Stockholder made in or pursuant to Article V of this Agreement (it...
Obligations of the Stockholders. It shall be a condition precedent to the obligations of the Company to register the Registrable Securities of any Stockholder pursuant to Section 2.1 that such Stockholder shall furnish to the Company such information regarding itself, and the Registrable Securities held thereby as shall be reasonably required to timely effect the registration of such Registrable Securities.
Obligations of the Stockholders. (a) Each Stockholder shall furnish to the Company such information regarding such Stockholder and its partners and members, and the distribution proposed by such Stockholder, as the Company may reasonably request and as shall be reasonably requested in connection with any registration, qualification or compliance referred to in this Article V.
(b) In the event that, either immediately prior to or subsequent to the effectiveness of any Registration Statement, any Stockholder shall distribute Registrable Shares to its stockholders, partners or members, such Stockholder shall so advise the Company and provide such information as shall be necessary or advisable to permit an amendment to such Registration Statement or supplement to any prospectus to provide information with respect to such stockholders, partners or members, in their capacity as selling security holders. As soon as reasonably practicable following receipt of such information, the Company shall file an appropriate amendment to such Registration Statement or supplement to any prospectus reflecting the information so provided. Any incremental expense to the Company resulting from such amendment shall be borne by such Stockholder.
Obligations of the Stockholders. Except as contemplated by this Agreement, all debts and other obligations owed or required to be performed by the Stockholders or their Affiliates (or any business entity owned or controlled by the Stockholders or their Affiliates) to the Company shall have been paid or discharged in full on or before the Closing Date, and all agreements between the Company and the Stockholders and their Affiliates shall have terminated on or before the Closing Date at no cost to the Company.
Obligations of the Stockholders. (a) The Company may require the Stockholders to furnish the Company such information regarding the Stockholders and the distribution of the Stockholders' Registrable Securities as the Company may from time to time reasonably request in writing, based on its reasonable belief that such information is required to be disclosed in the Registration Statement pursuant to the Securities Act and applicable state securities laws.
(b) Upon receipt of any notice from the Company of the happening of an event of the kind described in Section 2.1(e), the Stockholders shall forthwith discontinue their disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the Stockholders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.1(e) and, if so directed by the Company, the Stockholders shall deliver to the Company all copies, other than permanent file copies, then in the Stockholders' possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
Obligations of the Stockholders. (i) In no event shall any Stockholder be obligated to make any indemnification or other payments under this Agreement that in the aggregate are in excess of the aggregate amount of cash received by the Stockholder pursuant to the Merger Agreement. No Stockholder shall have any liability or obligation under this Agreement for any act, omission or breach by any other Stockholder, and no Stockholder shall have any right or authority to assume, create or incur in any manner any obligation or other liability of any kind, express or implied, against, or in the name or on behalf of, any other Stockholder, except to the extent contemplated hereby with respect to actions taken by the Stockholders' Representative (as defined below).
(ii) Each Stockholder hereby agrees to accept and pay that portion of the Damages, Appraisal Damages and Tax liabilities for which indemnification by the Stockholders is provided hereunder that is equal to the Stockholder's percentage share of the CPI Merger Consideration received by all the Stockholders (each Stockholder's "Percentage Share").
(iii) Each Stockholder hereby agrees that all decisions concerning the determination, defense and settlement of claims, including the selection of counsel, to be made by the Stockholders shall be made by the Stockholders' Representative.
(iv) Each Stockholder, to the extent of its Percentage Share, hereby agrees to reimburse, indemnify, defend and hold harmless any other Stockholder who has made indemnity payments pursuant to this Agreement that are greater than the Percentage Share of the other Stockholder.
Obligations of the Stockholders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article V that the Selling Stockholders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.
(b) Upon the receipt by a Stockholder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to Section 5.2, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, (ii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iii) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, such Stockholder shall forthwith discontinue disposition of such Stockholder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the 1933 Act) until such Stockholder's receipt of the supplemented or amended prospectus or until such Stockholder is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such a case, the period of such registration statement shall be extended by the number of days from and including the date of the giving of such notice to and including the date when each Stockholder shall have received a copy of the supplemented or amended prospectus or when such Stockholder is advised in writing by the Company that the use of the applicable prospectus may be resumed.
Obligations of the Stockholders. The Stockholders shall provide all such information and materials and shall take all such actions as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Commission and to obtain any desired acceleration of the effective date of the registration statement. Specifically, the Company may require the Stockholders to furnish the Company with such information regarding the Stockholders and the proposed distribution of the Shares as the Company may from time to time reasonably determine is required by law or the Commission. Each Stockholder hereby covenants with the Company that he will promptly advise the Company of any changes in the information concerning such Stockholder contained in the registration statement filed hereunder and that such Stockholder will not make any sale of Shares pursuant to the registration statement without complying with the prospectus delivery requirements of the Securities Act. Each Stockholder acknowledges that occasionally there may be times when, pursuant to applicable SEC regulations, the Company must temporarily suspend the use of the prospectus forming a part of the registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Commission, the relevant prospectus supplemented by the Company or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Stockholder covenants and agrees that he will not sell any Shares pursuant to the prospectus during the period commencing at the time at which the Company gives such notice of the suspension of the use of said prospectus and ending at the time the Company gives notice that such Stockholder may thereafter effect sales pursuant to said prospectus, but not to exceed 90 days during any 12 month period.
