The Ewinx. Xxxckholders understand that the Summit Shares have not been (1) registered under the Securities Act by reason of the reliance by Summit on an exemption from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, or (2) qualified under any Blue Sky Laws by reason of the reliance by Summit on an exemption from such qualification.
The Ewinx. Xxxckholders understand that the Summit Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act and applicable Blue Sky Laws or an exemption therefrom, and that in the absence of an effective registration statement covering the same or an available exemption from registration under the Securities Act and applicable Blue Sky Laws, the Summit Shares must be held indefinitely. In the absence of an effective registration statement under the Securities Act and applicable Blue Sky Laws or an exemption therefrom, the Ewinx Xxxckholders will not sell, transfer, or otherwise dispose of the Summit Shares, or any portion thereof. In addition, any such sale, transfer or disposition shall also be in accordance with the provisions of the Registration Rights Agreement.
The Ewinx. Xxxckholders understand and acknowledge that, each certificate representing the Summit Shares will bear a legend to the following effect: The securities represented by this certificate (1) have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws, (2) may only be transferred pursuant to an effective registration statement under the Act and applicable state securities laws or an exemption from such registration and (3) are subject to restrictions on transfer under that certain Registration Rights and Lock-Up Agreement dated as of October 31, 1998 among the Company, the holder of this certificate and certain other parties. A copy of such Agreement is on file with the Secretary of the Company and is available for inspection upon request.
The Ewinx. Xxxckholders hereby agree as follows:
A. The Ewinx Xxxckholders will sign and/or file such statements or elections as reasonably required by Summit, to enable Summit to satisfy its obligations under Section 14.01 hereof.
B. The Ewinx Xxxckholders shall retain Deloitte & Touche or such other accounting firm selected by the Ewinx Xxxckholders and reasonably acceptable to Summit, to prepare or cause to be prepared in a timely manner all Tax Returns for Ewinx xxx all periods ending on or prior to the Closing Date which are due after the Closing Date (the "EWINX XXXING RETURNS"), and shall timely make all necessary payments, if any, in connection therewith. The Ewinx Xxxckholders shall promptly deliver the original of any such Ewinx Xxxing Return (together with any supporting documentation reasonably requested by Summit and any necessary payments in connection therewith) to Summit for execution and filing of the same by Summit. Any Ewinx Xxxing Return delivered to Summit shall be true, correct and complete in all material respects. Upon its receipt of any Ewinx Xxxing Return, Summit and its accountants shall have the right to review and approve the form and content of the Ewinx Xxx Return prior to its execution and filing. None of the Ewinx Xxxckholders will file any amendment to any Ewinx Xxxing Return without the prior written consent of Summit. Notwithstanding the foregoing, in the event that the Ewinx Xxxckholders, in consultation with their professional advisors, determines that they are required to file an amendment to a Ewinx Xxxing Return under applicable law, regulation, or judicial or administrative precedent and the Summit withholds its consent to such filing, the issue of whether such amendment is require shall be submitted to arbitration under the provisions of Section 16.10 hereof, and if the arbitrator(s) determine that the filing of such amendment is so required, the Ewinx Xxxckholders shall be free to file such amendment..
