to timely file and cause the effectiveness of the Registration
Statement under this Section 8.1(f).
(G)
TRANSFER OF REGISTRABLE SECURITIES AFTER REGISTRATION.
EACH
PURCHASER AGREES THAT SUCH PURCHASER WILL NOT EFFECT ANY DISPOSITION OF THE
REGISTRABLE SECURITIES THAT WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE
SECURITIES ACT, EXCEPT:
(I)
PURSUANT TO THE REGISTRATION STATEMENT;
(II)
PURSUANT TO RULE 144; OR
(III)
IN ANOTHER TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, IN WHICH CASE SUCH PURCHASER SHALL, PRIOR TO EFFECTING SUCH
DISPOSITION, SUBMIT TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED
TRANSACTION IS IN COMPLIANCE WITH THE SECURITIES ACT.
(IV)
NOTWITHSTANDING THE FOREGOING, OR ANYTHING TO THE CONTRARY
CONTAINED HEREIN, EACH MDS PARTY SHALL BE ENTITLED TO TRANSFER OR ASSIGN ANY
SECURITIES PURCHASED HEREUNDER AND ANY OR WARRANT SHARES RECEIVED UPON EXERCISE
OF THE WARRANTS TO ANY OTHER MDS PARTIES AND EACH PURCHASER SHALL BE ENTITLED TO
TRANSFER OR ASSIGN ANY SECURITIES PURCHASED HEREUNDER AND ANY WARRANT SHARES
RECEIVED UPON EXERCISE OF THE WARRANTS TO ANY OF ITS AFFILIATES OR TO ANY OTHER
PURCHASER, IN EACH CASE SUBJECT ONLY TO COMPLIANCE WITH APPLICABLE SECURITIES
LAW.
(H)
TRANSFER OF REGISTRATION RIGHTS.
THE REGISTRATION RIGHTS GRANTED
TO THE PURCHASERS PURSUANT TO THIS SECTION 8 MAY BE ASSIGNED TO ANY TRANSFEREE
OR ASSIGNEE OF REGISTRABLE SECURITIES (INCLUDING, FOR THIS PURPOSE, ANY WARRANTS
OR ADDITIONAL WARRANTS EXERCISABLE FOR REGISTRABLE SECURITIES) IN CONNECTION
WITH ANY TRANSFER OR ASSIGNMENT OF SUCH SECURITIES; PROVIDED, HOWEVER, THAT:
(I)
SUCH TRANSFER OR ASSIGNMENT IS OTHERWISE EFFECTED IN ACCORDANCE
WITH APPLICABLE SECURITIES LAW;
(II)
IF NOT ALREADY A PARTY HERETO, THE TRANSFEREE OR ASSIGNEE AGREES
IN WRITING PRIOR TO SUCH TRANSFER TO BE BOUND IN WRITING BY THE PROVISIONS OF
THIS AGREEMENT APPLICABLE TO THE TRANSFERRING PURCHASER; AND
(III)
THE TRANSFERRING PURCHASER SHALL ACT AS AGENT AND REPRESENTATIVE
FOR THE TRANSFEREE AND ASSIGNEE FOR THE GIVING AND RECEIVING OF NOTICES
HEREUNDER.
8.2
INDEMNIFICATION.
(A)
DEFINITIONS.
AS USED IN THIS SECTION 8.2, THE FOLLOWING TERMS
HAVE THE FOLLOWING RESPECTIVE MEANINGS:
27
(I)
"SELLING SHAREHOLDER" MEANS A PURCHASER OF SECURITIES UNDER THIS
AGREEMENT, ANY PERMITTED TRANSFEREE OR ASSIGNEE OF SUCH SECURITIES WHO IS
ENTITLED TO RESELL REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT
AND EACH OFFICER, DIRECTOR, MEMBER, SHAREHOLDER, PARTNER, AGENT, REPRESENTATIVE
OR AFFILIATE OF SUCH PURCHASER OR PERMITTED TRANSFEREE OR ASSIGNEE;
(II)
"REGISTRATION STATEMENT" INCLUDES ANY FINAL PROSPECTUS, EXHIBIT,
SUPPLEMENT OR AMENDMENT INCLUDED IN OR RELATING TO THE REGISTRATION STATEMENT
REFERRED TO IN SECTION 8.1; AND
(III)
"UNTRUE STATEMENT" INCLUDES ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OR ANY OMISSION OR ALLEGED OMISSION TO STATE IN THE
REGISTRATION STATEMENT A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
(B)
COMPANY INDEMNIFICATION.
THE COMPANY HEREBY UNCONDITIONALLY AND
IRREVOCABLY AGREES TO INDEMNIFY AND HOLD HARMLESS TO THE MAXIMUM EXTENT
PERMITTED BY LAW EACH SELLING SHAREHOLDER FROM AND AGAINST ANY AND ALL LOSSES
SUFFERED OR INCURRED BY SUCH SELLING