Common use of Holder Obligations Clause in Contracts

Holder Obligations. In connection with an Approved Sale, each Unit Holder and the Company will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such transaction. If the Approved Sale is structured as a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by AF. Each Unit Holder and the Company shall take all necessary or desirable actions in connection with the consummation of an Approved Sale as requested by AF, including executing a sale contract pursuant to which each Unit Holder will severally (but not jointly) make representations and warranties concerning solely (a) the ownership of the Units (if any) to be sold by such holder, and (b) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder agrees that, if AF so requests, the agreements relating to the Approved Sale may provide for indemnity (on a several, but not joint and several, basis) by each Unit Holder in respect of the Company Reps not made by such Unit Holder; provided that no Unit Holder shall be obligated to make payments in connection with a Company Loss in excess of the total consideration received by such Unit Holder in connection with such Approved Sale, and any Company Losses will be allocated to such Unit Holders as described in Section 17.1 below. Notwithstanding the foregoing, the obligations of the holders of Units with respect to an Approved Sale are subject to the satisfaction of the following conditions: (x) each Unit Holder shall receive the same form of consideration allocated in accordance with Section 17.1 or, if holders of Units are given an option as to such form of consideration to be received, each Unit Holder shall be given the same option; and (y) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as a holder of such Units.

Holder Obligations. In connection with an Approved Sale, each Unit Holder and the Company will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such transaction. If the Approved Sale is structured as a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by AF. Each Unit Holder and the Company shall take all necessary or desirable actions in connection with the consummation of an Approved Sale as requested by AF, including executing a sale contract pursuant to which each Unit Holder will severally (but not jointly) make representations and warranties concerning solely (a) the ownership of the Units (if any) to be sold by such holder, and (b) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder agrees that, if AF so requests, the agreements relating to the Approved Sale may provide for indemnity (on a several, but not joint and several, basis) by each Unit Holder in respect of the Company Reps not made by such Unit Holder; provided that no Unit Holder It shall be obligated a condition precedent to make payments in connection with a Company Loss in excess of the total consideration received by such Unit Holder in connection with such Approved Sale, and any Company Losses will be allocated to such Unit Holders as described in Section 17.1 below. Notwithstanding the foregoing, the obligations of the holders of Units Company to take any action pursuant to this Section 2 with respect to an Approved Sale are subject the Registrable Securities of any selling Holder that such Holder shall furnish to the satisfaction Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required or requested to effect the registration of such Holder’s Registrable Securities, including but not limited to the information required by Item 507 of Regulation S-K promulgated under the Securities act or any successor rule thereto. Each Holder covenants and agrees that, in the event the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 promulgated under the Securities Act and, as a result thereof, such Holder is required to deliver a prospectus in connection with any disposition of Registrable Securities, such Holder will comply with the prospectus delivery requirements of the following conditions: Securities Act as applicable to it (xunless an exemption therefrom is available) each Unit Holder in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall receive sell the same form of consideration allocated Registrable Securities only in accordance with Section 17.1 or, if holders a method of Units are given an option as distribution described in the Registration Statement. The Holders shall not effect sales of any securities covered by a registration statement filed pursuant to such form of consideration to be received, each Unit Holder shall be given the same option; and this Agreement (yi) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation withdrawal of any stop order suspending the Approved Sale and participate effectiveness of such registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other written notice from the Company instructing the Holder to suspend sales to permit the Company to correct or update such registration statement or prospectus until the Holder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any required post-effective amendment has become effective. Each Holder agrees that it will promptly discontinue offers and sales of Registrable Securities under the Registration Statement until such Holder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any post-effective amendment has become effective. The Company shall use reasonable best efforts to provide to each Holder supplemented or amended prospectuses referenced in the foregoing two sentences as a holder of such Unitspromptly as practicable.

Holder Obligations. In connection with an Approved Sale, The Company may require each Unit Holder and of Registrable Securities to be sold under such registration statement to furnish the Company will consent to with such information as it may reasonably request in writing (i) regarding such Holder’s proposed distribution of such securities and raise no objections against the Approved Sale. If the Approved Sale is structured (ii) as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such transaction. If the Approved Sale is structured as a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by AF. Each Unit Holder and the Company shall take all necessary or desirable actions required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the consummation prospectus used in connection therewith, which refers to any seller of an Approved Sale any Registrable Securities covered thereby by name, or otherwise identifies such seller as requested the holder of any Registrable Securities, without the consent of such seller, unless such disclosure is required by AFlaw. Each Holder, including executing a sale contract by execution of this Agreement, agrees (i) that upon receipt of any notice from the Company, or upon such Holder’s otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(l), such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to which each Unit the registration statement relating to such Registrable Securities until the receipt by such Holder will severally (but not jointly) make representations and warranties concerning solely (a) the ownership of the Units (copies of the supplemented or amended prospectus contemplated by Section 3.1(l) and, if any) so directed by the Company, will deliver to be sold by the Company all copies other than permanent file copies, then in possession of the Holders of the prospectus relating to such holder, Registrable Securities current at the time of receipt of such notice and (bii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform that it will immediately notify the obligations thereunderCompany, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder agrees that, if AF so requests, the agreements at any time when a prospectus relating to the Approved Sale may provide for indemnity (on a severalregistration of such Registrable Securities is required to be delivered under the Securities Act, but not joint and several, basis) by each Unit Holder in respect of the Company Reps not made happening of any event as a result of which information previously furnished in writing by such Unit Holder; provided that no Unit Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be obligated extended by a number of days equal to make payments in connection with a Company Loss in excess the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date when such Holder shall have received the copies of the total consideration received supplemented or amended prospectus contemplated by such Unit Holder in connection with such Approved Sale, and any Company Losses will be allocated to such Unit Holders as described in Section 17.1 below. Notwithstanding the foregoing, the obligations of the holders of Units with respect to an Approved Sale are subject to the satisfaction of the following conditions: (x) each Unit Holder shall receive the same form of consideration allocated in accordance with Section 17.1 or, if holders of Units are given an option as to such form of consideration to be received, each Unit Holder shall be given the same option; and (y) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as a holder of such Units3.1(l).

Holder Obligations. In connection with an Approved Sale, each Unit Holder and the Company will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such transaction. If the Approved Sale is structured as a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by AF[•]. Each Unit Holder and the Company shall take all necessary or desirable actions in connection with the consummation of an Approved Sale as requested by AF[•], including executing a sale contract pursuant to which each Unit Holder will severally (but not jointly) make representations and warranties concerning solely (ai) the ownership of the Units (if any) to be sold by such holder, and (bii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder agrees that, if AF [•] so requests, the agreements relating to the Approved Sale may provide for indemnity (on a several, but not joint and several, basis) by each Unit Holder in respect of the Company Reps not made by such Unit Holder; provided that no Unit Holder shall be obligated to make payments in connection with a Company Loss in excess of the total consideration received by such Unit Holder in connection with such Approved Sale, and any Company Losses will be allocated to such Unit Holders as described in Section 17.1 below. Notwithstanding the foregoing, the obligations of the holders of Units with respect to an Approved Sale are subject to the satisfaction of the following conditions: (xi) each Unit Holder shall receive the same form of consideration allocated in accordance with Section 17.1 or, if holders of Units are given an option as to such the form or amount of consideration to be received, each Unit Holder shall be given the same option; and (yii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as a holder of such Units.