The Company and Mr. Xxxxx X. Xxx, a Selling Stockholder, jointly and severally represent and warrant to, and agree with, each International Underwriter as set forth below in this Section 1A.
(a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (file number 333-37235) on Form S-1, including the related Offering Preliminary Prospectuses, for the registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including the related Offering Preliminary Prospectuses, each of which has previously been furnished to you. The Company will next file with the Commission either (i) prior to effectiveness of the Offering Registration Statement, a further amendment to the Offering Registration Statement (including the form of Offering Prospectuses) or (ii) after effectiveness of the Offering Registration Statement, the Offering Prospectuses in accordance with Rules 430A and 424(b)(1) or (4). In the case of clause (ii), the Company has included in the Offering Registration Statement all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Offering Registration Statement and the Offering Prospectuses. As filed, such amendment and form of Offering Prospectuses, or such Offering Prospectuses, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the International Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Offering International Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. It is understood that two forms of prospectus are to be used in connection with the offering and sale of the Securities: one form of prospectus relating to the International Securities, which are to be offered and sold to persons other than United States and Canadian Persons, and one form of prospectus relating to the U.S. Securities, which are to be offered and sold to United States and Canadian Persons. The two forms of prospectus are identical except for the outside front cover page, the inside front cover page, the discussion under ...
The Company and Mr. Xxxxx X. Xxx jointly and severally agree to indemnify and hold harmless each International Underwriter (including without limitation SBI (the "Market Maker") in its capacity as a market maker for the Securities and SBI (the "Independent Underwriter") in its capacity as "qualified independent underwriter" (within the meaning of NASD Conduct Rule 2720)), the directors, officers, employees and agents of each International Underwriter, and each person who controls any International Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Registration Statement or in any amendment thereof, or in any Offering Preliminary Prospectus or in either of the Offering Prospectuses, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and Mr. Xxxxx X. Xxx will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any International Underwriter through the International Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company or Mr. Xxxxx X. Xxx xxx xxxerwise have.
The Company and Mr. Raja shall provide the Buyer with a legal opinion from a law firm acceptable to the Buyer which covers the resale of the Pledged Shares by the Buyer
The Company and Mr. Xxxxxx xxxeby acknowledge and agree that this Agreement supersedes any prior agreements.
The Company and Mr. Young agree that the Xxxxxxxxx xegarding Board Direxxxxxxxx dated as of December 1, 2002 between the Company and Mr. Young is hereby amended to provide that the "Shares" referred tx therein now means the 36,000 shares of Common Stock currently owned by Mr. Young, rather than the 72,000 shares originally issued to him by the
The Company and Mr. Xxxxx X. Xxx shall not have any liability under this Section 8 with respect to any losses, claims, damages or liabilities of an International Underwriter if copies of the Offering International Prospectus, as then amended or supplemented,
The Company and Mr. Aguirre hereby stipulate that monetary damages shall be an inadeqxxxx xxxxxx for violations of Sections 7, 8, 9 and 10 of this Agreement and agree that equitable remedies, including, without limitation, the remedies of specific performance and injunctive relief, shall be available with respect to the enforcement of such provisions.
The Company and Mr. Xxxxxx xxxee to treat Mr. Xxxxxx'x xxxignation of his employment with the Company on the Effective Date as a termination under Section 6.4 of the employment agreement between Mr. Xxxxxx xxx the Company dated May 27, 1997 (the "Employment Agreement") and, therefore, the obligations of the Company to make any further payments or provide any benefits under the Employment Agreement shall hereby cease and terminate .
The Company and Mr. Olvey agree that neithex xxx xxgotiation or signing of this Agreement shall constitute an admission by the Company that it has acted wrongfully with respect to Mr. Olvey or any other perxxx xx xxat Mr. Olvey has any rights whxxxxxxxx against the Company. The Company specifically disclaims any liability to, or wrongful acts against, Mr. Olvey or any other persxx, xx xxe part of itself, its directors, officers, employees, and agents, and Mr. Olvey disclaims any lixxxxxxx xo, or wrongful or unlawful conduct against, the Company.
The Company and Mr. Xxxxxx ----------------------------------- Xxxxxxxxx and the Company and Mr. Xxxxxxx Xxxx shall have duly executed and delivered to the Purchasers the Severance and Noncompete Agreements attached hereto as Exhibit F. ---------
