registration of the Registrable
Securities, it shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of a particular Purchaser (or to make any payments or
other damages to such Purchaser
pursuant to Section 6.1) that such Purchaser
shall furnish to the Company the Selling Stockholder Questionnaire set forth on
Exhibit F hereto within 10 Trading Days of the Company's written request.
6.3
REGISTRATION EXPENSES.
THE COMPANY SHALL PAY (OR REIMBURSE
THE PURCHASERS FOR) ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR
COMPLIANCE WITH THIS AGREEMENT BY THE COMPANY, INCLUDING WITHOUT LIMITATION (A)
ALL REGISTRATION AND FILING FEES AND EXPENSES, INCLUDING WITHOUT LIMITATION
THOSE RELATED TO FILINGS WITH THE COMMISSION, ANY TRADING MARKET AND IN
CONNECTION WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (B) PRINTING
EXPENSES (INCLUDING WITHOUT LIMITATION EXPENSES OF PRINTING CERTIFICATES FOR
REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES REQUESTED BY THE
PURCHASERS), (C) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (D) FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY, (E) FEES AND EXPENSES OF ALL OTHER
PERSONS RETAINED BY THE COMPANY IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (F) ALL LISTING FEES TO BE PAID
BY THE COMPANY TO THE TRADING MARKET.
6.4
INDEMNIFICATION
(A)
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY SHALL INDEMNIFY AND HOLD HARMLESS EACH PURCHASER, THE OFFICERS,
DIRECTORS, PARTNERS, MEMBERS, AGENTS, BROKERS (INCLUDING BROKERS WHO OFFER AND
SELL REGISTRABLE SECURITIES AS PRINCIPAL AS A RESULT OF A PLEDGE OR ANY FAILURE
TO PERFORM UNDER A MARGIN CALL OF ORDINARY SHARES), INVESTMENT ADVISORS AND
EMPLOYEES OF EACH OF THEM, EACH PERSON WHO CONTROLS ANY SUCH PURCHASER (WITHIN
THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE
ACT) AND THE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS AND EMPLOYEES OF
EACH SUCH CONTROLLING PERSON, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
FROM AND AGAINST ANY AND ALL LOSSES, AS INCURRED, ARISING OUT OF OR RELATING TO
ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF PROSPECTUS OR IN ANY
AMENDMENT OR SUPPLEMENT THERETO OR IN ANY PRELIMINARY PROSPECTUS, OR ARISING OUT
OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF
ANY PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, EXCEPT TO THE EXTENT,
BUT ONLY TO THE EXTENT, THAT (I) SUCH UNTRUE STATEMENTS, ALLEGED UNTRUE
STATEMENTS, OMISSIONS OR ALLEGED
22
OMISSIONS ARE BASED SOLELY UPON INFORMATION REGARDING SUCH PURCHASER FURNISHED
IN WRITING TO THE COMPANY BY SUCH PURCHASER EXPRESSLY FOR USE THEREIN, OR TO THE
EXTENT THAT SUCH INFORMATION RELATES TO SUCH PURCHASER OR SUCH PURCHASER'S
PROPOSED METHOD OF DISTRIBUTION OF REGISTRABLE SECURITIES AND WAS REVIEWED AND
EXPRESSLY APPROVED IN WRITING BY SUCH PURCHASER