commissions or transfer taxes incurred in
connection with the sale of Registrable Securities.
(B)
IN CONNECTION WITH ANY SHELF REGISTRATION STATEMENT REQUIRED BY
THIS AGREEMENT, THE COMPANY WILL REIMBURSE THE HOLDERS WHO ARE SELLING OR
RESELLING REGISTRABLE SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT
FOR THE REASONABLE AND DOCUMENTED FEES AND DISBURSEMENTS, IN AN AMOUNT NOT TO
EXCEED $50,000, OF NOT MORE THAN ONE COUNSEL, WHO SHALL BE A
NATIONALLY-RECOGNIZED LAW FIRM WITH SPECIALIZATION IN SECURITIES LAWS CHOSEN BY
VALUEACT AND WHO SHALL BE REASONABLY SATISFACTORY TO THE COMPANY.
6.
INDEMNIFICATION AND CONTRIBUTION.
(A) IN CONNECTION WITH ANY
SHELF REGISTRATION STATEMENT, THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS
EACH ELECTING HOLDER OF REGISTRABLE SECURITIES COVERED THEREBY, ITS PARTNERS,
DIRECTORS, OFFICERS AND EMPLOYEES
11
AND EACH PERSON, IF ANY, WHO CONTROLS ANY SUCH HOLDER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT (SUCH HOLDERS, SUCH PARTNERS, DIRECTORS,
OFFICERS AND EMPLOYEES AND SUCH CONTROLLING PERSONS ARE REFERRED TO COLLECTIVELY
AS THE "INDEMNIFIED PARTIES") AGAINST ANY LOSSES, CLAIMS, DAMAGES OR
LIABILITIES, JOINT OR SEVERAL, OR ANY ACTIONS IN RESPECT THEREOF (INCLUDING, BUT
NOT LIMITED TO, ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR ACTIONS RELATING TO
PURCHASES AND SALES OF THE SECURITIES) TO WHICH EACH INDEMNIFIED PARTY MAY
BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHER FEDERAL OR
STATE STATUTORY LAW OR REGULATION, AT COMMON LAW OR OTHERWISE, REGARDLESS OF
WHETHER SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES RESULT FROM ACTIONS BY THE
COMPANY, ANY OF ITS PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR CONTROLLING
PERSONS OR BY ANY THIRD PARTY AND REGARDLESS OF WHETHER ANY INDEMNIFIED PARTY IS
A PARTY TO SUCH ACTIONS, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES
(OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE SHELF
REGISTRATION STATEMENT AS ORIGINALLY FILED OR IN ANY AMENDMENT OR SUPPLEMENT
THEREOF, OR IN ANY RELATED PRELIMINARY PROSPECTUS OR PROSPECTUS, OR IN ANY
AMENDMENT THEREOF OR SUPPLEMENT THERETO, OR ARISE OUT OF OR ARE BASED UPON THE
OMISSION OR ALLEGED OMISSION TO STATE IN ANY OF THE FOREGOING DOCUMENTS A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, AND SHALL REIMBURSE EACH SUCH INDEMNIFIED PARTY, AS INCURRED, FOR ANY
LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION;
PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE LIABLE TO A HOLDER OF
REGISTRABLE SECURITIES IN ANY CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED UPON ANY SUCH UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE THEREIN IN
RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY OR ON BEHALF OF ANY SUCH HOLDER SPECIFICALLY FOR INCLUSION THEREIN.
THIS INDEMNITY AGREEMENT WILL BE IN