Common use of The Stockholder Clause in Contracts

The Stockholder. In connection with any Registration Statement in which the Stockholder is participating, each Stockholder will furnish to the Corporation in writing, within 15 days after request therefor, such information and affidavits as the Corporation reasonably requests for use in connection with any such Registration Statement or prospectus and agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation, its directors and officers and each person or entity who controls the Corporation (within the meaning of the Securities Act), against any losses, claims, damages, liabilities and expenses, as incurred, arising out of, based upon or caused by any untrue or alleged untrue statement of material fact contained or required to be contained in such Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission or alleged untrue statement or alleged omission is caused by or contained or required to be contained in any information or affidavit so furnished or required to be so furnished by the Stockholder or by the Stockholder's failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Corporation has furnished the Stockholder with a sufficient number of copies of the same or which is otherwise attributable to the negligence or willful misconduct of the Stockholder. Notwithstanding the foregoing, the obligation of the Stockholder to indemnify contained herein will be several, not joint and several, among the Stockholder and any other security holders distributing securities pursuant to any Registration Statement, and the liability of the Stockholder will be in proportion to and limited to the net amount received by the Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. In connection with an underwritten offering, the Stockholder will indemnify such underwriters, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Corporation.

The Stockholder. In The Stockholder recognizes and acknowledges that he has had in the past, currently has and in the future may have access to certain confidential information relating to the Company, the Parent and BOL (collectively "Confidential Information"), including, but not limited to, operational policies, customer lists, and pricing and cost policies, that are valuable, special and unique assets of the Company, the Parent and BOL. The Stockholder agrees that he will not use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) prior to the Closing to authorized representatives of the Parent and BOL who need to know such information in connection with any Registration Statement in which the Stockholder is participatingtransactions contemplated hereby, each Stockholder will furnish who have been informed by the Parent and BOL of the confidential nature of such information and who have agreed to keep such information confidential, and (b) following the Corporation in writing, within 15 days after request thereforClosing, such information and affidavits may be disclosed by the Stockholder as is required in the Corporation reasonably requests course of performing his duties for use the Parent or the Surviving Corporation. Information shall not be confidential hereunder if (i) such information becomes known to the public generally through no breach by the Stockholder of this covenant, (ii) disclosure thereof is required by law or the order of any governmental authority under color of law or is necessary in connection with order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any such Registration Statement or prospectus and agrees information pursuant to indemnify and hold harmlessthis clause (ii), the Stockholder shall, to the extent permitted by lawreasonably possible, give prior written notice thereof to the CorporationParent and provide the Parent with the opportunity to contest such disclosure, its directors and officers and each person or entity who controls (iii) the Corporation (within disclosing party reasonably believes that such disclosure is required in connection with the meaning of the Securities Act), against any losses, claims, damages, liabilities and expenses, as incurred, arising out of, based upon or caused by any untrue or alleged untrue statement of material fact contained or required to be contained in such Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission defense of a material fact required to be stated therein lawsuit against the disclosing party and the same prior disclosure set forth immediately above is given, or necessary to make the statements therein not misleading, but only (iv) such information is obtained from a third party other than in breach of a duty of confidentiality to the extent that such untrue statement Parent or omission its affiliates. In the event of a breach or alleged untrue statement or alleged omission is caused by or contained or required to be contained in any information or affidavit so furnished or required to be so furnished threatened breach by the Stockholder or by the Stockholder's failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Corporation has furnished the Stockholder with a sufficient number provisions of copies of the same or which is otherwise attributable to the negligence or willful misconduct of the Stockholder. Notwithstanding the foregoingthis section, the obligation of the Stockholder Parent shall be entitled to indemnify contained herein will be several, not joint and several, among the Stockholder and any other security holders distributing securities pursuant to any Registration Statement, and the liability of the Stockholder will be in proportion to and limited to the net amount received by an injunction restraining the Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the sale Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of Registrable Securities pursuant to such Registration Statementdamages. In connection with an underwritten offeringthe event that the transactions contemplated herein are not consummated, the Stockholder will indemnify such underwriters, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) shall return to the same extent as provided above with respect to Parent within a reasonable time all documents containing confidential information about the indemnification of the CorporationParent.

The Stockholder. In connection (a) consents to and authorizes the publication and disclosure by Parent, Acquisition Sub or the Company, as applicable, of such Stockholder’s identity and holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent, Acquisition Sub or the Company, as applicable, reasonably determines is required to be disclosed by applicable Laws in any press release, any of the Offer Documents, the Schedule 14D-9 or any other disclosure document (whether or not filed with any Registration Statement in which the Stockholder is participating, each Stockholder will furnish to the Corporation in writing, within 15 days after request therefor, such information and affidavits as the Corporation reasonably requests for use SEC) in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the “Contemplated Transactions”); and (b) agrees to promptly give to Parent, Acquisition Sub or the Company, as applicable, any information it may reasonably require for the preparation of any such Registration Statement or prospectus disclosure documents. The Stockholder: (i) represents and agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation, its directors and officers and each person or entity who controls the Corporation (within the meaning warrants that none of the Securities Act)information provided by or on behalf of such Stockholder pursuant to this Section 2 will, against at the time it so provided, contain any losses, claims, damages, liabilities and expenses, as incurred, arising out of, based upon or caused by any untrue or alleged untrue statement of material fact contained or required omit to be contained in such Registration Statement, prospectus or preliminary prospectus or state any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; and (ii) agrees to promptly notify Parent, but only Acquisition Sub and the Company, as applicable, of any required corrections with respect to any such information, if and to the extent that any such untrue statement information shall have become false or omission or alleged untrue statement or alleged omission is caused by or contained or required to be contained misleading in any information or affidavit so furnished or required to be so furnished by the Stockholder or by the Stockholder's failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Corporation has furnished the Stockholder with a sufficient number of copies of the same or which is otherwise attributable to the negligence or willful misconduct of the Stockholdermaterial respect. Notwithstanding the foregoing, Parent, Acquisition Sub and the obligation of Company shall use reasonable efforts to inform the Stockholder to indemnify contained herein will be several, not joint and several, among of any public disclosure of such information about the Stockholder and prior to making such disclosure public. The Stockholder shall consult with Parent before issuing any other security holders distributing securities pursuant to press releases or otherwise making any Registration Statement, and the liability of the Stockholder will be in proportion to and limited to the net amount received by the Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. In connection with an underwritten offering, the Stockholder will indemnify such underwriters, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above public statements with respect to the indemnification transactions contemplated hereby and shall not issue any such press release or make any public statement without the approval of the CorporationParent, except as pursuant to applicable Laws.