By Parent definition

By Parent s acceptance of this letter, Parent agrees with the undersigned that, if the undersigned receives any Parent Securities in the Merger: (i) for so long as and to the extent necessary to permit the undersigned to sell such Parent Securities pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Act, Parent shall take all such actions as may be reasonably available to it to file, on a timely basis, all reports and data required to be filed with the SEC by it pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended, and furnish to the undersigned upon request a written statement as to whether Parent has complied with such reporting requirements during the 12 months preceding any proposed sale of Parent Securities by the undersigned under Rule 145, and Parent shall otherwise take all such actions as may be reasonably available to it to permit such sales pursuant to Rule 145 and Rule 144. Very truly yours, ------------------------ Name: ACCEPTED AND AGREED: XXXXX APPAREL GROUP, INC. By: ---------------------------- Name: Title: Date: ANNEX I TO EXHIBIT 5.12 [Name] [Date] On __________________ the undersigned sold the securities ("Securities") of Xxxxx Apparel Group, Inc. ("Parent") described below in the space provided for that purpose (the "Securities"). The Securities were received by the undersigned in connection with the merger of Xxxx Acquisition Sub Inc. with Nine West Group Inc. Based upon the most recent report or statement filed by Parent with the Securities and Exchange Commission, the Securities sold by the undersigned were within the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). The undersigned hereby represents that the Securities were sold in "brokers' transactions" within the meaning of Section 4(4) of the Act or in transactions directly with a "market maker" as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned further represents that the undersigned has not solicited or arranged for the solicitation of orders to buy the Securities, and that the undersigned has not made any payment in connection with the offer or sale of the Securities to any person other than to the broker who executed the order in respect of such sale. Very truly yours, [Space to be provided for description of securities]

Examples of By Parent in a sentence

• By Parent, by written notice (a “Termination Notice”) to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.

• By Parent or the Company, if (i) the Requisite Company Vote is not obtained upon a vote at a duly held meeting to obtain the Requisite Company Vote, or (ii) the Parent Requisite Vote is not obtained upon a vote at a duly held meeting to obtain the Parent Requisite Vote.

• By Parent and Merger Sub in writing, without liability to Parent and Merger Sub, if there shall have been any Material Adverse Effect on the Company's business, assets, properties, prospects or condition (financial or otherwise)(which, for purposes of this Section 8.01(i), shall not include the death of John T.

• By Parent, by written notice (a "Termination Notice") to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.

• By Parent if, the Per Share Merger Consideration, as calculated in accordance with the Merger Agreement and after giving effect to all applicable adjustments thereto, would be lower than $2.80, without interest.

• By Parent, if the Environmental Limit is exceeded as provided under Section 5.17(d).

• By Parent, if a Tender Offer is commenced (as such term is defined in Rule 14d-2 under the Exchange Act), other than by Parent or a Subsidiary thereof, and the Company Board recommends (including in compliance with Section 7.08) that the stockholders of the Company tender their shares in such Tender Offer or otherwise fails to recommend that such stockholders reject such Tender Offer within the ten-Business-Day period specified in Rule 14e-2(a) under the Exchange Act.

• By Parent or the Company, if the Company Shareholder Approval is not obtained at the Company Meeting.

• By Parent or Buyer, in the event that the Purchase is not consummated by December 31, 2004.

• By Parent, if at or prior to the Diligence Ending Time, Parent notifies the Company that it has decided not to pursue the transactions contemplated by this Agreement.