Contribution Contract Clauses (6,001)
Grouped Into 42 Collections of Similar Clauses From Business Contracts
This page contains Contribution clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Contribution. 4.1.1Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as provided herein.
... Except as provided in Section 4.1.2, any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under Section 4.1.1 or Section 4.1.2 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1.
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4.1.1Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as provided herein.
... Except as provided in Section 4.1.2, any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year.4.1.2 First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" Director.This Plan is adopted effective February 1, 2022. In the case of the first Plan Year under this Plan (2022), a Director in office on February 1, 2022 may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, on or before February 25, 2022. Such election shall be effective beginning with the second through fourth quarters of 2022 (which quarters shall constitute the first Plan Year under this Plan) as to Compensation and any Equity Award earned for services performed during such quarters.4.1.3 "Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under Section 4.1.1 or Section 4.1.2 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1.
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4.1.1Amount 4.1.1 Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as
... provided herein. Except as provided in Section 4.1.2, any Any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" 4.1.2 "Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under this Section 4.1.1 or Section 4.1.2 4.1 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1. 4.1.3 New Directors. For purposes of clarity, a Director newly elected or appointed to the Board after the beginning of a Plan Year may not file an election to defer Compensation or any Equity Award with respect to that Plan Year but may file such a deferral election with respect to the following Plan Year.
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Contribution. 4.1.1Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as provided herein.
... Except as provided in Section 4.1.2, any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under Section 4.1.1 or Section 4.1.2 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1.
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4.1.1Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as provided herein.
... Except as provided in Section 4.1.2, any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year.4.1.2 First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" Director.This Plan is adopted effective February 1, 2022. In the case of the first Plan Year under this Plan (2022), a Director in office on February 1, 2022 may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, on or before February 25, 2022. Such election shall be effective beginning with the second through fourth quarters of 2022 (which quarters shall constitute the first Plan Year under this Plan) as to Compensation and any Equity Award earned for services performed during such quarters.4.1.3 "Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under Section 4.1.1 or Section 4.1.2 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1.
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4.1.1Amount 4.1.1 Amount and Timing of Deferrals. Subject to Section 3 above, a Director may elect to defer any percentage or dollar amount of his or her Compensation with respect to a Plan Year up to 100% of the amount of such Compensation. In addition, a Director may elect to receive any Equity Award granted or to be granted, as the case may be, to the Director during a Plan Year in the form of Stock Units credited under this Plan and defer the payment of up to 100% of such Stock Units as
... provided herein. Except as provided in Section 4.1.2, any Any election by a Director to defer Compensation and any Equity Award must be filed with the Corporation, on a form and in a manner prescribed by the Corporation, by December 31 preceding the Plan Year with respect to which such election is effective or such earlier deadline as may be established by the Administrator with respect to such Plan Year. 4.1.2First Year of Eligibility. In the case of an individual to be elected or appointed to the Board for the first time (i.e., a new Director) who was not 3 previously employed by the Corporation or one of its Subsidiaries, he or she may make an election to defer Compensation and any Equity Award by filing a deferral election with the Corporation, on a form and in a manner prescribed by the Corporation, prior to the first day on which he or she is a Director. Such election shall be effective beginning with the Plan Year in which the individual is first a Director as to Compensation and any Equity Award earned for services performed on or after the date he or she is first a Director. 4.1.3"Evergreen" 4.1.2 "Evergreen" Duration of Deferral Election and Changes to Deferral Elections. Any election to defer Compensation or any Equity Award made under this Section 4.1.1 or Section 4.1.2 4.1 shall be irrevocable and shall continue in effect for (1) the Plan Year for which it is effective, and (2) unless and until a new election by the Director becomes effective as provided below, each subsequent Plan Year for so long as the Director remains a member of the Board. If a Director makes a new election pursuant to Section 4.1.1 or provides the Corporation with written notice to terminate deferrals, such new election shall take effect beginning with the first new Plan Year to commence after such election or notice is received by the Corporation. A Director who has filed an election to terminate deferrals under this Plan may elect to recommence deferrals for future Plan Years by filing a new election pursuant to Section 4.1.1. 4.1.3 New Directors. For purposes of clarity, a Director newly elected or appointed to the Board after the beginning of a Plan Year may not file an election to defer Compensation or any Equity Award with respect to that Plan Year but may file such a deferral election with respect to the following Plan Year.
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Contribution. If the full indemnification provided in Section 1 is not paid to an Indemnitee because such indemnification is prohibited by law, then in respect of any actual or threatened proceeding in which the Company, the General Partner, or the Manager is jointly liable with Indemnitee (or would be if joined in such proceeding) the Company shall contribute to the amount of expenses incurred by Indemnitee for which indemnification is not available in such proportion as is appropriate to reflect: (i) the
... relative benefits received by the Company, the General Partner, and the Manager on the one hand and Indemnitee on the other hand from the transaction from which such proceeding arose; and (ii) the relative fault of the Company, the General Partner, or the Manager on the one hand and of Indemnitee on the other in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative 4 fault of the Company (which shall be deemed to include the Company's, the General Partner's, and the Manager's other directors, managers, officers, and employees) on the one hand and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section were determined by any method of allocation which does not take account of the foregoing equitable considerations.
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Contribution. If the full indemnification provided in Section 1 is not paid to an Indemnitee because such indemnification is prohibited by law, then in respect of any actual or threatened proceeding in which the
Company, Company or the General
Partner, or the Manager Partner is jointly liable with Indemnitee (or would be if joined in such proceeding) the Company shall contribute to the amount of expenses incurred by Indemnitee for which indemnification is not available in such proportion as is appropriate to
... reflect: reflect (i) the relative benefits received by the Company, Company and the General Partner, and the Manager Partner on the one hand and Indemnitee on the other hand from the transaction from which such proceeding arose; arose and (ii) the relative fault of the Company, Company or the General Partner, or the Manager Partner on the one hand and of Indemnitee on the other in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative 4 fault of the Company (which shall be deemed to include the Company's, Company's and the General Partner's, and the Manager's Partner's other directors, managers, officers, officers and employees) on the one hand and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information, information and opportunity to correct or prevent the circumstances resulting in such expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section section were determined by any method of allocation which does not take account of the foregoing equitable considerations.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of
... Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 9 8. ASSIGNMENT OF REGISTRATION RIGHTS. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities 1933 Act) shall be entitled to contribution from any
seller of... Registrable Securities party who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of such Registrable Securities. 9 8 8. ASSIGNMENT OF REGISTRATION RIGHTS. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; Buyers holding a majority of the Registrable Securities; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor Any Buyer may not assign its rights under this Agreement to any transferee or holder of the Registrable Securities without the prior written consent of the Company, other than to an affiliate Company; provided that such transferee or holder of the Investor controlled by Jonathan Cope Registrable Securities executes and delivers an additional counterpart signature page to this Agreement and EXHIBIT A hereto shall be updated to reflect the information with respect to such transferee or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement. holder.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of
... Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 9 8. ASSIGNMENT OF REGISTRATION RIGHTS. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities 1933 Act) shall be entitled to contribution from any
seller of... Registrable Securities party who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of such Registrable Securities. 9 8 8. ASSIGNMENT OF REGISTRATION RIGHTS. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; Buyers holding a majority of the Registrable Securities; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor Any Buyer may not assign its rights under this Agreement to any transferee or holder of the Registrable Securities without the prior written consent of the Company, other than to an affiliate Company; provided that such transferee or holder of the Investor controlled by Jonathan Cope Registrable Securities executes and delivers an additional counterpart signature page to this Agreement and EXHIBIT A hereto shall be updated to reflect the information with respect to such transferee or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement. holder.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any party who was not
... guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 9 8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS. With a view to making available to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company's sole expense, to: a. use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required to satisfy the current public information requirements of Rule 144; c. furnish to the Buyer so long as the Buyer owns Registrable Securities, as promptly as practicable at Buyer's request, (i) a written statement by the Company that it has complied in all material respects with the requirements of Rule 144(c)(1)(i) and (ii), and (ii) such other information, if any, as may be reasonably requested to permit the Buyer to sell such securities pursuant to Rule 144 without registration; and d. take such additional action as is reasonably requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise provide reasonable cooperation to the Buyer and the Buyer's broker to effect such sale of securities pursuant to Rule 144. The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyer shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
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Contribution. To the extent any indemnification by
an indemnifying party the Company is prohibited or limited by law, the
indemnifying party Company agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section
6 7 to the fullest extent permitted by
law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from... any party who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. law, based upon a comparative fault standard. 7 9. 8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS. 1934 ACT. With a view to making available to the Buyer Buyers the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer Buyers to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company's sole expense, agrees to: a. use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required to satisfy for the current public information requirements applicable provisions of Rule 144; and c. furnish to the Buyer so long as the Buyer owns Buyers own Registrable Securities, as promptly as practicable at Buyer's upon request, furnish to the Buyers (i) a written statement by the Company that it has complied in all material respects with the reporting requirements of the Securities Act and the Exchange Act as required for applicable provisions of Rule 144(c)(1)(i) 144, (ii) a copy of the most recent annual or quarterly report of the Company and (ii), and (ii) such other information, if any, reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Buyer Buyers to sell such securities pursuant to Rule 144 without registration; and d. take such additional action as is reasonably requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise provide reasonable cooperation to the Buyer and the Buyer's broker to effect such sale of securities pursuant to Rule 144. The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyer shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions. registration.
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Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any party who was not
... guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 9 8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS. With a view to making available to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company's sole expense, to: a. use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required to satisfy the current public information requirements of Rule 144; c. furnish to the Buyer so long as the Buyer owns Registrable Securities, as promptly as practicable at Buyer's request, (i) a written statement by the Company that it has complied in all material respects with the requirements of Rule 144(c)(1)(i) and (ii), and (ii) such other information, if any, as may be reasonably requested to permit the Buyer to sell such securities pursuant to Rule 144 without registration; and d. take such additional action as is reasonably requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise provide reasonable cooperation to the Buyer and the Buyer's broker to effect such sale of securities pursuant to Rule 144. The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyer shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
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Contribution. To the extent any indemnification by
an indemnifying party the Company is prohibited or limited by law, the
indemnifying party Company agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section
6 7 to the fullest extent permitted by
law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from... any party who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. law, based upon a comparative fault standard. 7 9. 8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS. 1934 ACT. With a view to making available to the Buyer Buyers the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer Buyers to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company's sole expense, agrees to: a. use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required to satisfy for the current public information requirements applicable provisions of Rule 144; and c. furnish to the Buyer so long as the Buyer owns Buyers own Registrable Securities, as promptly as practicable at Buyer's upon request, furnish to the Buyers (i) a written statement by the Company that it has complied in all material respects with the reporting requirements of the Securities Act and the Exchange Act as required for applicable provisions of Rule 144(c)(1)(i) 144, (ii) a copy of the most recent annual or quarterly report of the Company and (ii), and (ii) such other information, if any, reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Buyer Buyers to sell such securities pursuant to Rule 144 without registration; and d. take such additional action as is reasonably requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise provide reasonable cooperation to the Buyer and the Buyer's broker to effect such sale of securities pursuant to Rule 144. The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyer shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions. registration.
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Contribution. The Company shall establish an account in the form of a bookkeeping entry for each Participant for the purpose of tracking Contributions made by each Participant during the Offering Period, and shall credit all Contributions made by each Participant to such account. The Company shall not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company nor shall any interest be paid on such Contributions, unless otherwise determined by the Administrator
... or required by Applicable Law. All Contributions received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be used for any corporate purpose.
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Contribution. The Company shall establish an account in the form of a bookkeeping entry for each
Participant Participating Employee for the purpose of tracking Contributions made by each
Participant Participating Employee during the Offering Period, and shall credit all Contributions made by each
Participant Participating Employee to such account. The Company shall not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company nor shall any interest be paid on
... such Contributions, unless otherwise determined by the Administrator or required by Applicable Law. All Contributions received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be used for any corporate purpose.
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Contribution. The Company shall establish an account in the form of a bookkeeping entry for each Participant for the purpose of tracking Contributions made by each Participant during the Offering Period, and shall credit all Contributions made by each Participant to such account. The Company shall not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company nor shall any interest be paid on such Contributions, unless otherwise determined by the Administrator
... or required by Applicable Law. All Contributions received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be used for any corporate purpose.
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Contribution. The Company shall establish an account in the form of a bookkeeping entry for each
Participant Participating Employee for the purpose of tracking Contributions made by each
Participant Participating Employee during the Offering Period, and shall credit all Contributions made by each
Participant Participating Employee to such account. The Company shall not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company nor shall any interest be paid on
... such Contributions, unless otherwise determined by the Administrator or required by Applicable Law. All Contributions received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be used for any corporate purpose.
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Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the
... circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. -9- 14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company's certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company's certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
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Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the
... circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions. -9- 14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company's certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company's certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The DGCL and the bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond ("Indemnification Arrangements") on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
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