Purchase of Company Shares. The Company acknowledges that MergerCo may acquire up to 9.9% of the outstanding shares of Common Stock prior to the Effective Time in one or more privately negotiated transactions. In connection with the foregoing, Parent and MergerCo hereby represent and warrant that they are (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Exchange Act and that they will not purchase or sell any shares of Common Stock in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. Each of Parent and MergerCo agrees that it shall indemnify and hold harmless the Company and each of its directors, officers, employees and agents against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, arising out of or relating to any transactions in the Common Stock contemplated by the first sentence of this Section 7.16.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Instron Corp), Agreement and Plan of Merger (Instron Corp), Agreement and Plan of Merger (Instron Corp)
