Securities Law Actions Clause Samples

Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of Exchange Act or similar provisions of any federal, state or local law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by the Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; or

Securities Law Actions. 4 2.5. Capital Contribution.............................................. 5

Securities Law Actions. (a) Bio-Vascular and Vital Images will prepare, and file with the Commission, the Form 10, which shall include the Information Statement, setting forth appropriate disclosure concerning Vital Images, the Distribution and any other appropriate matters required to be stated therein or determined to be included therein by Bio-

Securities Law Actions. (a) Epitope and Agritope will prepare, and file with the Commission, the Form S-1, including the Distribution Prospectus. Epitope and Agritope shall use reasonable efforts to cause the Form S-1 to become effective under the Securities Act, and, as soon as practicable after the Distribution Date, Epitope shall mail the Distribution Prospectus to holders of Epitope Stock as of the Record Date. The joint obligations of Epitope and Agritope under this Section 2.4(a) shall not affect their respective obligations of indemnity under Article 4 hereof. (b) Epitope and Agritope shall take all such actions as may be necessary or appropriate under the securities or blue sky laws of the various states or other political subdivisions of the United States and other countries in connection with the Distribution and the Private Placement. (c) Agritope will prepare and file, and will use its best efforts to have approved, an application for inclusion of Agritope Stock on The Nasdaq SmallCap Market.

Securities Law Actions. Prior to the Distribution Date: ---------------------- (a) ATL and SONO will prepare and file with the Securities and Exchange Commission (the "Commission") the General Form For Registration of Securities on Form 10, including the Information Statement (collectively, the "Form 10"), setting forth disclosures concerning SONO, the Distribution, and any other appropriate matters. In addition, ATL and SONO will prepare and file with the Commission any other forms or other documents, if any, required for the registration of the shares of SONO Common Stock pursuant to the SONO stock-based compensation plans. ATL and SONO shall use reasonable efforts to cause the Form 10 and any other forms to become effective as soon as practicable after filing. ATL shall mail the Information Statement to holders of ATL Common Stock as of the Record Date.

Securities Law Actions. Prior to the Distribution Date: ---------------------- (a) ATL and HUS will prepare and file with the Securities and Exchange Commission (the "Commission") the General Form For Registration of Securities on Form 10, including the Information Statement (collectively, the "Form 10"), setting forth disclosures concerning HUS, the Distribution, and any other appropriate matters. In addition, ATL and HUS will prepare and file with the Commission any other forms or other documents, if any, required for the registration of the shares of HUS Common Stock pursuant to the HUS stock-based compensation plans. ATL and HUS shall use reasonable efforts to cause the Form 10 and any other forms to become effective as soon as practicable after filing. ATL shall mail the Information Statement to holders of ATL Common Stock as of the Record Date. (b) HUS will prepare and file, and will use its best efforts to have approved an application for listing of the HUS Common Stock on the National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System.

Securities Law Actions. ACX and CTI shall have prepared and ---------------------- filed with the SEC, the Form 10, which shall include or incorporate by reference the Information Statement setting forth appropriate disclosure concerning CTI, the Distribution and any other appropriate matters required to be stated therein. ACX and CTI shall update, supplement and amend this information and shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act, and thereafter ACX shall mail the Information Statement to holders of ACX Common Stock as of the Record Date.

Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee [(or, in the case of the Indemnitee Entity, by the Indemnitee Individual or the Indemnitee Entity)]7 of securities of the Company pursuant to the provisions of Section 16(b) of Exchange Act or similar provisions of any federal, state or local law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by the Indemnitee [(or, in the case of the Indemnitee Entity, by the Indemnitee Individual or the Indemnitee Entity)]8 of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; or

Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law, (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or (iii) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; or