by the Stockholder. The Stockholder shall, and shall use reasonable best efforts to cause its Representatives to, immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal.
by the Stockholder. The Stockholder shall, and shall cause its Subsidiaries, and each shall use reasonable best efforts to cause their respective Representatives, to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Takeover Proposal. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by the Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement.
by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.
by the Stockholder. In connection with any registration statement filed by the Company pursuant to Section 2.1 or 2.2 in which shares of Registrable Common Stock are registered for sale, the Stockholder shall, and hereby agrees to, indemnify and hold harmless to the fullest extent permitted by law the Company and each of its directors, officers, employees, agents, Affiliates and each other Person, if any, who controls (within the meaning of the Exchange Act) the Company (each, a “Stockholder Indemnitee”), against all Losses insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made by the Company in reliance upon and in conformity with information furnished to the Company in a writing duly executed by the Stockholder specifically stating that it is expressly for use therein; provided, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of the net proceeds (after giving effect to underwriting discounts and commissions) received by the Stockholder in the sale of Registrable Common Stock giving rise to such liability. The foregoing indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder Indemnitee and shall survive the transfer of such securities by such indemnifying party.
by the Stockholder. The Stockholder represents and warrants to TMI that all the following representations and warranties in this Article III are true and correct:
by the Stockholder. (a) The Stockholder agrees to indemnify, defend and hold harmless the Purchaser from and against (i) any and all liabilities, debts, obligations, losses, damages, deficiencies, claims, actions, suits, proceedings, demands, assessments, Taxes, customs obligations, penalties, interest or any other costs, orders and judgments (whether known or unknown, fixed, contingent, accrued, absolute or otherwise), joint or several, to which the Purchaser (and after the Closing, the Companies) may become subject ("Losses"), arising out of (A) any inaccuracy in any representation or warranty by the Stockholder in this Agreement, (B) any breach or default in the performance or observance by the Stockholder of any of the covenants or agreements which it is to perform or observe hereunder, (C) any brokerage, finder's fee or the like incurred as a result of the actions of the Stockholder in connection with the transactions herein contemplated, or (D) the Actions described in clauses (i) through (viii) of Section 4.13(a); and (ii) any and all actual costs, fees and expenses (including, without limitation, reasonable legal and accounting fees) related to, resulting from or arising out of any of the foregoing.
by the Stockholder. In consideration of the Individual’s undertakings in this Agreement, the Stockholder, on behalf of itself and its employees, subsidiaries, affiliates, successors, and assigns (collectively, the “Stockholder Releasing Parties”), hereby releases, acquits, and forever waives and discharges any and all claims and demands of whatever kind or character, whether known, unknown, vicarious, derivative, direct, or indirect that it or they, individually, collectively, or otherwise, may have or assert against the Individual in his individual, official, and all other capacities and the Individual’s family members, heirs, successors, and assigns (collectively the “Individual Released Parties”). This release includes without limitation any claim or demand arising out of or relating in any way to (i) the Individual’s service as a director, officer, employee, fiduciary, agent, or in any other capacity for the Company or its subsidiaries or affiliates; and (ii) any other alleged act, breach, conduct, negligence, gross negligence, or omission of the Individual or any of the other Individual Released Parties. This release does not waive any rights or claims between the parties arising after this Agreement is signed or relating to the breach or enforcement of this Agreement or the Settlement Agreement.
by the Stockholder. In connection with the transactions provided for hereby, the Stockholder, represents, warrants and covenants, as applicable, to the Company as of the Effective Date as follows:
by the Stockholder. The Stockholder agrees that the rights and remedies for non-compliance with this Section 6(a) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Acquiror and that money damages would not provide an adequate remedy to Acquiror. Notwithstanding the foregoing, the Stockholder shall have no obligation to notify Acquiror of the receipt of any Company Acquisition Proposal by the Stockholder if the Company also receives such Company Acquisition Proposal.
by the Stockholder. To the extent permitted by law, the Stockholder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Stockholder Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent (and only to the extent) that such Stockholder Violation occurs in reliance upon and in conformity with written information furnished by the Stockholder expressly for use in connection with such registration; and the Stockholder will pay when incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 4.2, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 4.2 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 Stockholder, which consent shall not be unreasonably withheld; provided that in no event shall any indemnity under this subsection 4.2 exceed the gross proceeds from the offering received by the Stockholder.
