By the Shareholders. The Corporation’s shareholders may amend or repeal the Corporation’s Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. In connection with the registration under the Securities Act of the HIE Common Stock of the Shareholders pursuant to this Section 3, the Shareholders receiving such HIE Common Stock shall, severally, indemnify and hold harmless HIE, each of its directors, each of its officers who have signed such Registration Statement and each other person, if any, who controls HIE within the meaning of Section 15 of the Securities Act, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act or otherwise, but only to the extent such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished to HIE by such indemnifying party for use therein; (ii) the use by such indemnifying party of any Prospectus after such time as HIE has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of HIE to keep the Registration Statement effective and current has expired, or (iii) any information given or representation made by such indemnifying party in connection with the sale of HIE Common Stock which is not contained in and not in conformity with the Prospectus (as amended or supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to any such claims with respect to any offering of securities pursuant to this Section 3.
By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. Upon the terms and subject to the conditions set forth in this Article 9, each Shareholder, severally in proportion to, and not in excess of, their relative Pro-Rata Percentages of the Cap (defined below) or, if the Cap is not applicable, the Purchase Price (and with respect to Section 3(b) (Shareholders), Section 3(c) (Authority) and Section 3(z) (Securities) only on behalf of him, her, or itself) shall indemnify and hold harmless Buyer and its Affiliates (including the Companies), and their respective shareholders, directors, officers, employees, agents and other representatives (collectively, the “Buyer Indemnified Parties”), from and against all Claims asserted against, resulting to, imposed upon or incurred by any Buyer Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from: (i) any inaccuracy or breach of any representation or warranty of the Companies or any Shareholder contained in or made pursuant to this Agreement, including in the certificate delivered pursuant to Section 10(b)(iv) (ignoring, for purposes of determining the existence of any such inaccuracy or breach or the amount of Claims with respect thereto, any “materiality,” “knowledge,” or similar qualifier set forth in such representation or warranty); (ii) any breach of any covenant of the Companies or any Shareholder contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); and (iii) any Liability of the Companies for Taxes for any period ending on or prior to the Closing Date of any Person other than the Companies (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), (B) as a transferee or successor, (C) under any Tax Sharing Agreement, or (D) otherwise; or (iv) any Claim by Buyer for an Accounting Adjustment.
By the Shareholders. The decision of the Independent Accountant shall also include a certificate (the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Closing Date Net Asset Value and the amount, if any, by which the second installment of the Purchase Price payable six months after the Closing shall be increased or reduced. The Closing Date Balance Sheet shall be deemed to include all undisputed adjustments and those adjustments made by the decision of the Independent Accountant in resolving the Contested Adjustments.
By the Shareholders. The Shareholders shall deliver or cause to be delivered to Buyer the following:
By the Shareholders. Xxxxx X. Xxxxxx, Xxxxxxx Xxx and, solely with respect to Section 4.2, Xxxxx Xxxxxx, jointly and severally, shall indemnify and hold harmless A4S and the Merger Sub, and each of their respective officers, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by the Shareholders or the Targets in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); and (ii) any breach of the covenants and agreements made by the Shareholders or the Targets in this Agreement or any exhibit hereto delivered by the Shareholders or the Targets in connection with the Closing.
By the Shareholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the 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, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnification obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.
