Common use of Requirements of Company Stockholders Clause in Contracts

Requirements of Company Stockholders. LeukoSite shall not be required to include any Merger Common Shares in the Stockholder Registration Statement unless: (a) the Registering Stockholder owning such shares furnishes to LeukoSite in writing such information regarding such Registering Stockholder and the proposed sale of Merger Common Shares by such Registering Stockholder as LeukoSite 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 Registering Stockholder shall have provided to LeukoSite its written agreement: (i) to indemnify LeukoSite and each of its directors and officers under the circumstances and substantially in the form set forth in Section 6.5(b) hereof; and (ii) From the Closing Date to the second anniversary of the Closing Date, each Registering Stockholder which holds or owns (at the time of the written request of LeukoSite or managing underwriter referred to below in this Section 6.4(b) or at any time during the 90 day period commencing on the effective date of the registration statement relating to such underwritten public offering of LeukoSite Common Stock) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) Merger Common Shares hereby agrees that, at the written request of LeukoSite or any managing underwriter of any underwritten public offering of LeukoSite Common Stock, such Registering Stockholder shall not, without the prior written consent of LeukoSite or such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any Merger Common Shares during the 90 day period commencing on the effective date of the registration statement relating to such underwritten public offering of LeukoSite Common Stock; provided that no Registering Stockholder shall be obligated to enter into such lock-up agreement described in this Section 6.4(b)(ii) unless all executive officers and directors of LeukoSite enter into similar agreements. In order to enforce the foregoing covenant, LeukoSite may impose stop transfer instructions with respect to the Merger Common Shares of each Registering Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such reasonable and customary period, and the Registering Stockholders agree to enter into a customary agreement with the underwriters of such offering reflecting the lock-up agreement set forth herein. (c) Each Stockholder hereby agrees that, without the prior written consent of LeukoSite, such Stockholder shall not sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of any Merger Common Shares during the 180 day period commencing on the Closing Date.

Requirements of Company Stockholders. LeukoSite The Buyer shall not be required to include any Merger Common Shares in the Stockholder Registration Statement unless: (a) the Registering Company Stockholder owning such shares furnishes to LeukoSite the Buyer in writing such information regarding such Registering Company Stockholder and the proposed sale of Merger Common Shares by such Registering Company Stockholder as LeukoSite the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or and as shall be required in connection therewith by the SEC or any state securities law authorities; (b) such Registering Company Stockholder shall have provided to LeukoSite the Buyer its written agreement, in the form attached hereto as Exhibit F, to: (i) to indemnify LeukoSite the Buyer and each of its directors, officers and Affiliates against, and hold the Buyer and each of its directors, officers and Affiliates 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 under the circumstances and substantially Securities Act, the Exchange Act or state securities laws by reason of any statement or omission in the form set forth Stockholder Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, made in reliance upon, or in conformity with, a written statement by such Company Stockholder furnished pursuant to this Section 6.5(b) hereof7.4 expressly for use in the Stockholder Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, and each such Company Stockholder will reimburse such indemnified party for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 7.4 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed), provided that in no event shall any Company Stockholder’s cumulative aggregate liability out of which such violation arises under Section 7.4 exceed 100% of the proceeds received by such Company Stockholder from the sale of shares pursuant to the Stockholder Registration Statement; and (ii) From the Closing Date report to the second anniversary of the Closing Date, each Registering Stockholder which holds or owns (at the time of the written request of LeukoSite or managing underwriter referred to below in this Section 6.4(b) or at any time during the 90 day period commencing on the effective date of the registration statement relating to such underwritten public offering of LeukoSite Common Stock) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) Merger Common Shares hereby agrees that, at the written request of LeukoSite or any managing underwriter of any underwritten public offering of LeukoSite Common Stock, such Registering Stockholder shall not, without the prior written consent of LeukoSite or such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any Merger Common Shares during the 90 day period commencing on the effective date of the registration statement relating to such underwritten public offering of LeukoSite Common Stock; provided that no Registering Stockholder shall be obligated to enter into such lock-up agreement described in this Section 6.4(b)(ii) unless all executive officers and directors of LeukoSite enter into similar agreements. In order to enforce the foregoing covenant, LeukoSite may impose stop transfer instructions with respect Buyer sales made pursuant to the Merger Common Shares of each Registering Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such reasonable and customary period, and the Registering Stockholders agree to enter into a customary agreement with the underwriters of such offering reflecting the lock-up agreement set forth hereinRegistration Statement. (c) Each Stockholder hereby agrees that, without the prior written consent of LeukoSite, such Stockholder shall not sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of any Merger Common Shares during the 180 day period commencing on the Closing Date.