The Company and the Selling Shareholders are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable.
Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, and the Prospectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Shares or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Shares or Common Share Equivalents or capital stock of any Subsidiary.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
General Provisions This Agreement contains all terms and conditions agreed to by the Indemnifier and the Indemnitee. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing where applicable under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
The Company will file with the Commission pursuant to Rules A and b under the Securities Act, a final prospectus included in such registration statement relating to the Offering and the plan of distribution thereof and has advised the Underwriter of all further information financial and other with respect to the Company required to be set forth therein.
Understanding Back Stops A back stop functions as a form of insurance. The Company is eligible to use free writing prospectuses in connection with the Offering pursuant to Rules and under the Securities Act.
There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights other than adjustments for stock splits, recapitalizations, and the like to the exercise or conversion price, have any exchange rights, or reset rights.