Common use of Resale Rights Clause in Contracts

Resale Rights. A. Supplier hereby appoints Distributor as its exclusive distributor for the Distribution of the Products via the Channel in the Territory, and Distributor agrees to use commercially reasonable efforts to resell the Products via the Channel in the Territory on the terms and conditions set forth herein. The parties acknowledge that Schedule A may be amended from time to time upon the mutual written consent of the parties to add or modify the Products to be Distributed hereunder. Distributor shall not solicit orders for the Products from outside the Territory. If Distributor receives orders from outside the Territory, Distributor shall promptly refer all such orders directly to Supplier without processing such orders or accepting any payment for such orders. Any (a) marketing or sales of Products by Distributor outside the Territory or (b) sales of Products to entities that Distributor knows or has reason to believe are reselling Products outside the Territory, shall be considered a material breach of this Agreement. B. If Supplier introduces any new product which is similar to the Products (including, without limitation, any reformulations of the Products) during the term of this Agreement, then Supplier shall offer Distributor the right to Distribute such product via the Channel within the Territory on the terms and conditions of this Agreement (other than pricing for such new product, which shall be agreed upon in good faith by the parties). If Distributor accepts distribution of such new product within thirty (30) days of Distributor's receipt of written notice from Supplier, Distributor shall commence the sale and distribution of such new product within fifteen (15) days following such acceptance, and such new product shall be included within the definition of the “Products” and Schedule A shall be amended accordingly. If Distributor does not accept distribution of such new product, Supplier may Distribute such new product via another Person; provided, however, that Supplier may not offer any Person the right to Distribute such product within the Territory on terms more favorable to such Person than those offered to Distributor without first re-offering to Distributor the right to Distribute such product in accordance with this Paragraph 3B.

Resale Rights. A. Supplier hereby appoints Distributor as its exclusive distributor for the Distribution of the Products via the Channel in the Territory, and Distributor agrees to use commercially reasonable efforts to resell the Products via the Channel in the Territory on the terms and conditions set forth herein. The parties acknowledge that Schedule A may be amended from time to time upon the mutual written consent of the parties to add or modify the Products to be Distributed hereunder. Distributor shall not solicit orders for the Products from outside the Territory. If Distributor receives orders from outside the Territory, Distributor shall promptly refer all such orders directly to Supplier without processing such orders or accepting any payment for such orders. Any (a) marketing or sales of Products by Distributor outside the Territory or (b) sales of Products to entities that Distributor knows or has reason to believe are reselling Products outside the Territory, a. Option Writer shall be considered a material breach of this Agreement. B. If Supplier introduces any new product which is similar able to the Products (including, without limitation, any reformulations of the Products) during the term of this Agreement, then Supplier shall offer Distributor the right sell or transfer Preferred Shares to Distribute such product via the Channel within the Territory on the terms its affiliates and conditions of this Agreement (other than pricing for such new product, which shall be agreed upon in good faith by the parties). If Distributor accepts distribution of such new product within thirty (30) days of Distributor's receipt of written notice from Supplier, Distributor shall commence the sale and distribution of such new product within fifteen (15) days following such acceptance, and such new product shall be included within the definition of the “Products” and Schedule A shall be amended accordingly. If Distributor does not accept distribution of such new product, Supplier may Distribute such new product via another Personaffiliated investment funds; provided, however, that Supplier may any such sale or transfer shall not offer subject HM to any Person material cost or expense, and provided further, that if such affiliate is foreign, there would be no material adverse effect on HM due to the right fact that such affiliate is a foreign entity. Other than as so provided, the Preferred Shares will be freely transferable subject only to Distribute restrictions imposed by Federal and state securities laws. b. Prior to the registration of the Preferred Shares, pursuant to the Registration Rights Agreement or otherwise, the certificates evidencing the Preferred Shares shall bear a legend which evidences restrictions upon transferability of the Preferred Shares. The legend shall read as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION THEREUNDER OR A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO XXXXXX XXXX EDUCATORS CORPORATION TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A CATASTROPHE EQUITY SECURITIES ISSUANCE OPTION AND REINSURANCE OPTION AGREEMENT BETWEEN XXXXXX XXXX EDUCATORS CORPORATION AND THE OPTION WRITER NAMED THEREIN DATED AS OF MAY 7, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT XXXXXX XXXX EDUCATORS CORPORATION'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. The first sentence of the legend (and the eighth and eleventh words of the second sentence) shall be removed from any certificate representing Preferred Shares (i) sold under an effective registration statement under the Securities Act or (ii) as to which, in an opinion of counsel reasonably satisfactory to HM (which opinion shall be paid for solely by the holder of such product within Preferred Shares), such registration is not necessary or required, and that the Territory on terms more favorable transfer will not otherwise violate the Securities Act, the Exchange Act or applicable state or foreign securities laws; and any stop transfer instructions previously given to HM's transfer agent shall be revoked as to such Person than those offered Preferred Shares upon the occurrence of (i) or (ii) above. c. The shares of HM Common Stock into which the Preferred Shares may be convertible shall not be subject to Distributor without first re-offering any restrictions on sale or transfer by Option Writer pursuant to Distributor this Agreement. d. Prior to the right registration of any shares of HM Common Stock into which the Preferred Shares are converted, pursuant to Distribute the Registration Rights Agreement or otherwise, the certificates representing such product shares of HM Common Stock shall bear a legend which evidences restrictions upon transferability of such shares of HM Common Stock. Such legend shall read as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION THEREUNDER OR A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO XXXXXX XXXX EDUCATORS CORPORATION IS OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED. The legend shall be removed from any certificate representing either (i) shares of HM Common Stock sold under an effective registration statement under the Securities Act or (ii) shares of HM Common Stock as to which, in accordance with this Paragraph 3B.an opinion of counsel reasonably satisfactory to HM (which opinion shall be paid for solely by the holder of such shares of HM Common Stock), such registration is not necessary or required, and that the transfer will not otherwise violate the Securities Act, the Exchange Act or applicable state or foreign securities laws; and stop transfer instructions previously given to HM's transfer agent shall be revoked as to such shares of HM Common Stock upon the occurrence of (i) or (ii) above.

Resale Rights. A. Supplier hereby appoints Distributor as its exclusive distributor for (i) If, prior to the Distribution date on which Warrantholder may sell all shares of the Products via the Channel in the Territory, and Distributor agrees to use commercially reasonable efforts to resell the Products via the Channel in the Territory on the terms and conditions set forth herein. The parties acknowledge that Schedule A may be amended from time to time Common Stock issuable upon the mutual written consent of the parties to add or modify the Products to be Distributed hereunder. Distributor shall not solicit orders for the Products from outside the Territory. If Distributor receives orders from outside the Territory, Distributor shall promptly refer all such orders directly to Supplier without processing such orders or accepting any payment for such orders. Any (a) marketing or sales of Products by Distributor outside the Territory or (b) sales of Products to entities that Distributor knows or has reason to believe are reselling Products outside the Territory, shall be considered a material breach exercise of this Agreement. B. If Supplier introduces any new product which is similar to the Products Warrant without restriction (including, without limitation, limitations as to volume and/or manner of sale and assuming that Warrantholder were to exercise this Warrant by Net Issuance) pursuant to Rule 144 promulgated under the Act (“Rule 144”), the Company proposes to register under the Act for resale any reformulations shares of Common Stock held by any person (other than the Company), then the Company shall give Warrantholder reasonable prior written notice of such proposed registration and shall permit Warrantholder to include (but Warrantholder shall not be obligated to include) all or a portion (as determined by Warrantholder in its sole discretion) of the Products) during the term shares of Common Stock issuable upon exercise of this Agreement, then Supplier shall offer Distributor Warrant in such registration on a pari passu basis with the right to Distribute such product via the Channel within the Territory other holders participating therein and on the same terms and conditions as applicable to such other holders. (ii) If the Warrantholder at any time reasonably believes that it will not be permitted to sell all shares of Common Stock issuable on exercise hereof pursuant to Rule 144 on the date that is six (6) months plus one (1) day (the “Resale Date”) following the Effective Date (assuming that Warrantholder were to exercise this Warrant by Net Issuance), then upon the Warrantholder’s written notice thereof to the Company, the Company shall at its sole expense (A) promptly following its receipt of such notice, file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the Warrantholder’s resale on a delayed or continuous basis of all shares of Common Stock issuable on exercise hereof, (B) cause such registration statement to be declared effective by the SEC not later than the later to occur of (1) the Resale Date, and (2) sixty (60) days following the Company’s receipt of the Warrantholder’s aforementioned notice, and (C) continuously maintain the effectiveness of such registration statement and the prospectus related thereto until the Warrantholder has sold all shares of Common Stock issuable on exercise of this Agreement Warrant. (other than pricing for such new productiii) Unless the Company shall have received (A) a written notice from the Warrantholder pursuant to Section 9(g)(ii) above prior to the date on which the Warrantholder shall have sold all shares of Common Stock issuable on exercise hereof, which shall be agreed upon in good faith by the parties). If Distributor accepts distribution of such new product or (B) within thirty (30) days following the Effective Date, written advice from the Company’s securities law counsel (a copy of Distributor's receipt which the Company shall promptly provide to the Warrantholder) that in its opinion the Warrantholder (who shall be assumed not to be or at any time to have been an affiliate of written notice from Supplierthe Company) will not or may not be permitted to sell all shares of Common Stock issuable upon exercise of this Warrant without restriction (including, Distributor shall commence the without limitation, limitations as to volume and/or manner of sale and distribution assuming that Warrantholder were to exercise this Warrant by Net Issuance) pursuant to Rule 144 on the Resale Date, then in connection with each sale of any such new product within fifteen shares by the Warrantholder on or after the Resale Date (15other than sales pursuant to an effective registration statement covering such shares), the Company shall at its sole expense cause such counsel to timely deliver its legal opinion to the Company’s transfer agent that such sale is permitted without restriction pursuant to Rule 144. (iv) If, at any time prior to the date on which the Warrantholder has sold all shares issuable on exercise of this Warrant, the Company shall know or have reason to believe that the Warrantholder may not be permitted under Rule 144 to sell without restriction (including, without limitation, limitations as to volume and/or manner of sale and assuming that Warrantholder were to exercise this Warrant by Net Issuance) on or after the Resale Date all shares issuable on exercise of this Warrant, then the Company shall (A) promptly notify the Warrantholder in writing thereof setting forth in reasonable detail the basis for such Company knowledge or belief, and (B) promptly and at its sole expense (1) file with the SEC a registration statement covering the Warrantholder’s resale on a delayed or continuous basis of all shares of Common Stock issuable on exercise hereof and not previously sold, (2) cause such registration statement to be declared effective by the SEC not later than the later to occur of (1) the Resale Date, and (2) sixty (60) days following such acceptancethe date on which the Company first knew, believed or should have known or believed that Rule 144 would be unavailable to the Warrantholder, and such new product shall be included within (C) continuously maintain the definition of the “Products” and Schedule A shall be amended accordingly. If Distributor does not accept distribution effectiveness of such new product, Supplier may Distribute such new product via another Person; provided, however, that Supplier may registration statement and the prospectus related thereto until the Warrantholder has sold all shares of Common Stock issuable on exercise of this Warrant and not offer any Person the right to Distribute such product within the Territory on terms more favorable to such Person than those offered to Distributor without first re-offering to Distributor the right to Distribute such product in accordance with this Paragraph 3B.previously sold.