Stockholders Obligations. (a) The Stockholders agree that, upon receipt of any Deferral Notice from the Company of the existence of any fact of the kind described in Section 3(g)(B) hereof, the Stockholders will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until:
(i) the Stockholders have received copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof; or
(ii) the Stockholders are advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC’s XXXXX system). If so directed by the Company, the Stockholders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Stockholders’ possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Deferral Notice.
(b) The Stockholders agree promptly to furnish to the Company in writing all information required to be disclosed in order to make any information previously furnished to the Company by the Stockholders not misleading, any other information regarding the Stockholders and the distribution of any Registrable Securities as may be required by the Company to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by the Stockholders shall constitute a representation and warranty by the Stockholders that the information relating to the Stockholders is as set forth in the Prospectus delivered by the Stockholders in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of material fact relating to or provided by the Stockholders and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholders necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Stockholders Obligations. The Stockholder covenants and agrees that, in the event the Company informs the Stockholder in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, such seller is required to deliver a prospectus in connection with any disposition of Registrable Securities, it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.
Stockholders Obligations. All obligations and liabilities of each Stockholder under this Agreement shall be several and not joint and no Stockholder shall have any liability for any obligations or liabilities under this Agreement of any other Stockholder.
Stockholders Obligations. At the Initial Closing, Stockholder shall deliver to RSL a stock certificate or certificates representing the Shares other than the Right of First Refusal Shares, duly endorsed or accompanied by appropriate stock powers executed by Stockholder, free and clear of any liens or other encumbrances whatsoever, other than restrictions imposed by federal and state laws generally with respect to unregistered securities. At the Second Closing, Stockholder shall deliver to RSL a stock certificate or certificates representing the Right of First Refusal Shares, duly endorsed or accompanied by appropriate stock powers executed by Stockholder, free and clear of any liens or other encumbrances whatsoever, other than restrictions imposed by federal and state laws generally with respect to unregistered securities.
Stockholders Obligations. Except with respect to Taxes, after the Closing, Buyer and MDI shall cause the discharge in accordance with their terms of all obligations of MDI and/or any of its Subsidiaries for which Stockholder and/or any of its other Subsidiaries may be liable, by way of guarantee or otherwise. Buyer and MDI shall use their best efforts to cause all guarantees referenced in Section 5.11 to be released by, among other things, offering substitute guarantees, providing information to the beneficiaries of such guarantees and providing letters of credit. Without regard to any limitation on liability or indemnification, Buyer and MDI shall immediately reimburse Stockholder and any other guarantor listed on Schedule 5.11 for any payments made pursuant to any such guarantee. This Section shall survive the Closing.
Stockholders Obligations. The rights and obligations of each Stockholder under this Deed and under any indemnity issued to the Security Trustee under this Deed are several and:
Stockholders Obligations. Parent may require, as a precondition to its obligations pursuant to this Section 2, that LM Canada furnish Parent with such information relating to LM Canada and the Registrable Securities owned by such LM Canada as Parent deems reasonably necessary or appropriate in order to effect the registration of the Registrable Securities in accordance herewith and, LM Canada further agrees that (i) LM Canada will deliver or cause to be delivered the prospectus contained in the Registration Statement, as then in effect, to any broker effecting sales under the Registration Statement prior to the consummation of any such sale, (ii) LM Canada, upon receipt of notice of any Blackout Period will (a) keep that fact that such notice has been delivered strictly confidential, (b) promptly halt any offer, sale, trading or transfer of any of the Registrable Securities included in the applicable Registration Statement for the duration of such Blackout Period, (c) promptly halt any use, publication or dissemination or distribution of the applicable Registration Statement, each prospectus included therein, and any amendment or supplement thereto for the duration of the Blackout Period; and (iii) upon receipt of any notice from the Parent of the happening of any event as a result of which the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, LM Canada shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until receipt by LM Canada of a supplemented or amended prospectus contemplated.
Stockholders Obligations. The Buyer shall not have any obligation to pay any brokerage, finders or similar fee or other compensation to any person, firm or other corporation dealt with by the Stockholder or the Acquired Company and the Stockholder, jointly and severally, shall indemnify and hold the Buyer harmless from any liability, damage, cost or expense arising from any breach of this Article XIII by the Stockholder or the Acquired Company.
Stockholders Obligations. In connection with any registration statement or notification filed pursuant to the foregoing section:
(a) if the Stockholders have requested that their Registrable Shares be covered by such registration statement or notification, the Stockholders shall furnish to G&C in writing such appropriate information (relating to the intention of the Stockholders as to proposed methods of sale or other disposition of such shares) and the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith together with such other related information as G&C, any underwriter, or the Securities and Exchange Commission ("Commission"), the NASDAQ Stock Market, or any other regulatory authority may request;
(b) all Stockholders registering Registrable Shares shall agree that they shall, execute, deliver and/or file with or supply to G&C, any underwriters, the Commission and/or any state or other regulatory authority such information, documents, representations, undertakings and/or agreements reasonably necessary to carry out the provisions of the registration covenants contained in this Agreement and/or to effect the registration or qualification of their shares under the Securities Act and/or of the laws and regulations of any state or governmental instrumentality where G&C's securities are to be offered;
(c) G&C shall furnish to each Stockholder whose Registrable Shares are being sold such number of copies of the prospectus or circular (including each preliminary, amended of supplemental prospectus or circular) as such Stockholder may reasonably request in order to facilitate sale of such shares; and
(d) Stockholders shall execute such documents as G&C may reasonably request confirming the Stockholders' obligations under Rule 10b-6 promulgated under the Securities Exchange Act of 1934, as amended, and any other applicable rule or statutory provision.
Stockholders Obligations. The Stockholder agrees that it shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless it has furnished the Company with a Questionnaire (including the information required to be included in the Questionnaire) and the information set forth in the next sentence. The Stockholder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by the Stockholder not misleading and any other information regarding the Stockholder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. The sale of any Registrable Securities by the Stockholder shall constitute a representation and warranty by the Stockholder that the information relating to the Stockholder and its plan of distribution is as set forth in the Prospectus delivered by the Stockholder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Stockholder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
