Stockholders Obligations. The Stockholder covenants and agrees that, in the event the Company informs the Stockholder in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, such seller is required to deliver a prospectus in connection with any disposition of Registrable Securities, it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.
Stockholders Obligations. All obligations and liabilities of each Stockholder under this Agreement shall be several and not joint and no Stockholder shall have any liability for any obligations or liabilities under this Agreement of any other Stockholder.
Stockholders Obligations. (a) The Stockholders agree that, upon receipt of any Deferral Notice from the Company of the existence of any fact of the kind described in Section 3(g)(B) hereof, the Stockholders will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until:
Stockholders Obligations. At the Initial Closing, Stockholder shall deliver to RSL a stock certificate or certificates representing the Shares other than the Right of First Refusal Shares, duly endorsed or accompanied by appropriate stock powers executed by Stockholder, free and clear of any liens or other encumbrances whatsoever, other than restrictions imposed by federal and state laws generally with respect to unregistered securities. At the Second Closing, Stockholder shall deliver to RSL a stock certificate or certificates representing the Right of First Refusal Shares, duly endorsed or accompanied by appropriate stock powers executed by Stockholder, free and clear of any liens or other encumbrances whatsoever, other than restrictions imposed by federal and state laws generally with respect to unregistered securities.
Stockholders Obligations. Except with respect to Taxes, after the Closing, Buyer and MDI shall cause the discharge in accordance with their terms of all obligations of MDI and/or any of its Subsidiaries for which Stockholder and/or any of its other Subsidiaries may be liable, by way of guarantee or otherwise. Buyer and MDI shall use their best efforts to cause all guarantees referenced in Section 5.11 to be released by, among other things, offering substitute guarantees, providing information to the beneficiaries of such guarantees and providing letters of credit. Without regard to any limitation on liability or indemnification, Buyer and MDI shall immediately reimburse Stockholder and any other guarantor listed on Schedule 5.11 for any payments made pursuant to any such guarantee. This Section shall survive the Closing.
Stockholders Obligations. Section 2.01 Subject to the Bidder's delivery of the Offer pursuant to Article 1 above and the Bidder's continued compliance with the terms and conditions contained herein, the Stockholder shall, during the Term hereof (defined below):
Stockholders Obligations. It is a condition precedent to JAKKS' obligation to register any Registrable Securities pursuant hereto that (a) the Stockholders cooperate with JAKKS in the preparation of the Registration Statement (or any amendment thereto), including providing any information with respect to the Stockholders required to be included therein, and (b) in the case of an underwritten public offering, the terms and conditions of the underwriting agreement or any related agreement applicable to or affecting JAKKS shall be reasonably acceptable to JAKKS.
Stockholders Obligations. The Stockholders recognize and ------------------------- acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company and/or Metro, such as operational policies, pricing and cost policies, and other information, that are valuable, special and unique assets of the Company and/or Metro. The Stockholders agree that they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of Metro, (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing their duties for Metro or the Company and (C) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 12. 1, unless (I) such information becomes known to the public generally through no fault of the Stockholders, or (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to Metro and provide Metro with the opportunity to contest such disclosure. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section, Metro shall be entitled to injunctive or other equitable relief restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Metro from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Stockholders Obligations. In addition to any other documents required to be delivered by the Stockholders at Closing pursuant to this Agreement, the Stockholders will deliver to Buyer or other applicable person at Closing the following:
Stockholders Obligations. The Stockholder agrees that it shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless it has furnished the Company with a Questionnaire (including the information required to be included in the Questionnaire) and the information set forth in the next sentence. The Stockholder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by the Stockholder not misleading and any other information regarding the Stockholder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. The sale of any Registrable Securities by the Stockholder shall constitute a representation and warranty by the Stockholder that the information relating to the Stockholder and its plan of distribution is as set forth in the Prospectus delivered by the Stockholder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Stockholder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
