EVENT SHALL PARENT BE OBLIGATED TO PAY MORE THAN ONE PERCENT
(1.0%) OF THE TOTAL AGGREGATE PURCHASE PRICE OF THE MERGER SHARES OR CONVERSION
SHARES REGISTERED ON SUCH REGISTRATION STATEMENT THEN HELD BY VPVP IN ANY
THIRTY- (30)-DAY PERIOD.
(F)
IN THE EVENT OF A SALE OF REGISTRABLE
SHARES BY VPVP UNDER THE REGISTRATION STATEMENT, VPVP MUST ALSO DELIVER TO
PARENT'S TRANSFER AGENT, WITH A COPY TO PARENT, A CERTIFICATE OF SUBSEQUENT SALE
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C, SO THAT THE REGISTRABLE
SHARES MAY BE PROPERLY TRANSFERRED.
6.4
INDEMNIFICATION. FOR THE PURPOSE OF THIS
SECTION 6.4, THE TERM "REGISTRATION STATEMENT" SHALL INCLUDE THE PROSPECTUS, ANY
PRELIMINARY OR FINAL PROSPECTUS, EXHIBIT, SUPPLEMENT OR AMENDMENT INCLUDED IN OR
RELATING TO THE REGISTRATION STATEMENT REFERRED TO IN SECTION 6.1 HEREOF, AND
THE TERM "RULES AND REGULATIONS" SHALL MEAN THE RULES AND REGULATIONS
PROMULGATED UNDER THE ACT.
(A)
INDEMNIFICATION BY PARENT. PARENT AGREES TO
INDEMNIFY AND HOLD HARMLESS VPVP AND EACH PERSON, IF ANY, WHO CONTROLS VPVP
WITHIN THE MEANING OF THE ACT (COLLECTIVELY, THE "VPVP INDEMNITEES"), AGAINST
ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES TO WHICH THE VPVP
INDEMNITEES MAY BECOME SUBJECT, UNDER THE ACT, THE EXCHANGE ACT, OR ANY OTHER
FEDERAL OR STATE STATUTORY LAW OR REGULATION INSOFAR AS SUCH LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR EXPENSES (OR ACTIONS IN RESPECT THEREOF AS CONTEMPLATED
BELOW) ARISE OUT OF OR ARE BASED UPON (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF ANY MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT,
INCLUDING THE PROSPECTUS, FINANCIAL STATEMENTS AND SCHEDULES, AND ALL OTHER
DOCUMENTS FILED AS A PART THEREOF, AS AMENDED AT THE TIME OF EFFECTIVENESS OF
THE REGISTRATION STATEMENT, INCLUDING ANY INFORMATION DEEMED TO BE A
PART THEREOF AS OF THE TIME OF EFFECTIVENESS PURSUANT TO PARAGRAPH (B) OF
RULE 430A, OR PURSUANT TO RULE 434 OF THE RULES AND REGULATIONS, OR THE
PROSPECTUS, IN THE FORM FIRST FILED WITH THE SEC PURSUANT TO RULE 424(B) OF THE
RULES AND REGULATIONS, OR FILED AS PART OF THE REGISTRATION STATEMENT AT THE
TIME OF EFFECTIVENESS IF NO RULE 424(B) FILING IS REQUIRED (THE "PROSPECTUS"),
OR ANY AMENDMENT OR SUPPLEMENT THERETO; (II) THE OMISSION OR ALLEGED OMISSION TO
STATE IN ANY OF THEM A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS IN ANY OF THEM, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR (III) ANY FAILURE OF PARENT TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT, AND SHALL REIMBURSE THE VPVP INDEMNITEES FOR
ANY LEGAL AND OTHER EXPENSES AS SUCH EXPENSES ARE REASONABLY INCURRED BY THE
VPVP INDEMNITEES IN CONNECTION WITH
INVESTIGATING, DEFENDING, SETTLING, COMPROMISING OR PAYING ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY, EXPENSE OR ACTION; PROVIDED, HOWEVER, THAT PARENT SHALL NOT
BE LIABLE IN ANY SUCH CASE (A) TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE,
LIABILITY OR EXPENSE ARISES OUT OF OR IS BASED UPON (I) AN UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN