Common use of Requirements of Company Stockholders Clause in Contracts

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.4; and (ii) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder any Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder a Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.47.5; and (ii) to report to the Buyer sales made pursuant to the Stockholder any Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless: (a) the Company Stockholder or Noteholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder or Noteholder and the proposed sale of Merger Shares by such Company Stockholder or Noteholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder or Noteholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any material statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.4; andRegistration (ii) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares Stock Consideration in the Stockholder Registration Statement unless: (ai) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares Stock Consideration by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (bii) such Company Stockholder shall have provided to the Buyer its written agreement: (iA) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.44.15(c); and (iiB) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.48.4; and (ii) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.4, provided that the indemnification obligations of each Company Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Company Stockholder of the Merger Shares sold in connection with such registration; and (ii) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer shall not be required ------------------------------------ to include any Merger Shares in the Stockholder Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares by such Company Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities;; and (b) such Company Stockholder shall have provided to the Buyer its written agreement: (i) to indemnify the Buyer and each of its directors and officers against, and hold the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys attorney's fees) to which the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.4; and (ii) to report to the Buyer sales made pursuant to the Stockholder Registration Statement.

Requirements of Company Stockholders. The Buyer Parent shall not be required to include any Merger Shares shares of Parent Common Stock in the Stockholder Registration Statement unless: (a) the Company Stockholder owning such shares furnishes to the Buyer Parent in writing such information regarding such Company Stockholder and the proposed sale of Merger Shares such shares by such Company Stockholder as the Buyer Parent may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Company Stockholder shall have provided to the Buyer Parent its written agreement: (i) to indemnify the Buyer Parent and each of its directors and officers against, and hold the Buyer Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Buyer Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 7.4; and (ii) to report to the Buyer Parent sales made pursuant to the Stockholder Registration Statement.