Participation by the Company. With respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly
Participation by the Company. With respect to any such claim, action, suit, proceeding or investigation as to which an Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Article 14 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Article 14. The Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation brought in the name of or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and (c) the Company shall not be liable to indemnify an Indemnitee under this Article 14 for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on an Indemnitee without that Indemnitee’s written consent, which consent shall not be unreasonably withheld.
Participation by the Company. The Company may include securities of the same class as the Registrable Securities for its own account in a Registration pursuant to this Article 2 in an amount up to 10% of the total shares to be Registered. The Company may include additional shares of such class in the Registration if (a) the Holders of at least a majority of the Registrable Securities actually included in the Registration consent to such inclusion or (b) the inclusion of such securities would not reduce the amount of Registrable Securities to be included in such Registration.
Participation by the Company. If a registration requested pursuant to this Section 2 is to involve an underwritten public offering of Registrable Securities, subject to 2(d)(ii) below the Company may include in the registration shares of Common Stock to be sold by the Company for its own account.
Participation by the Company. (a) The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that it shall be agreed and understood that any failure or delay in notifying the Company will not relieve the Company of the obligation to indemnify the Indemnitee under this Agreement.
Participation by the Company. With respect to any such Action as to which Indemnitee notifies the Company of the commencement thereof:
Participation by the Company. The Company shall also be entitled to include shares on its own behalf in any registration and underwriting pursuant to this Section 2.1, provided, that, in the event the managing underwriter in an underwritten offering advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then such Holders shall be entitled to include in the registration and underwriting all Registrable Securities and other securities entitled to registration rights that they desire to include therein, in accordance with the order of priority set forth in Section 2.1(b), prior to the inclusion of any shares on behalf of the Company.
Participation by the Company. If at any time the Purchaser requests a Demand Registration, the Company shall have the right, within 48 hours of receipt of such request, to require the Purchaser to qualify for distribution to the public under such prospectus an offering of Restricted Voting Shares of the Company from treasury. The Purchaser shall use all reasonable efforts to include in the proposed distribution such number of Restricted Voting Shares of the Company as the Company shall request, upon the same terms (including the method of distribution) as such Demand Registration; provided that the Purchaser shall not be required to include any such Restricted Voting Shares in any such Demand Registration if the Purchaser is advised by its lead underwriter for the offering that in its good faith opinion the inclusion of such securities may materially and adversely affect the price or success of the offering or otherwise limit the number of shares able to be sold by Purchaser in connection with such offering.
Participation by the Company. The Company shall be entitled to include in any Registration Statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the Holders and in accordance with applicable provisions of the 33 Act, its securities for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), inclusion would adversely affect marketing of the proposed offering. Except as provided in this Section 4, the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders until completion of the period of distribution of the contemplated registration of the Holders Shares relevant herein.
Participation by the Company. The Company shall be entitled to include in any Registration Statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting Holder in accordance with applicable provisions of the Securities Act, shares of Common Stock or other securities of the Company to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), inclusion would adversely affect marketing of the proposed offering.
