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Exhibit 4.2
HEMOSENSE,
INC.
AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT
February 7, 2005
HEMOSENSE,
INC.
AMENDED AND
RESTATED
INVESTOR RIGHTS
AGREEMENT
THIS AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as
of February 7, 2005, among HemoSense, Inc., a Delaware corporation
(the “Company”), the holders of the Company’s
Series A-2 Preferred Stock (the “Series A-2 Investors”)
listed on Exhibit A hereto, the holders of the
Company’s Series B-2 Preferred Stock (the “Series B-2
Investors”) listed on Exhibit B hereto, the holders of
the Company’s Series C-2 Preferred Stock (the “Series
C-2 Investors”) listed on Exhibit C hereto, and the
purchasers of the Company’s Series C-3 Preferred Stock listed
on Exhibit D hereto, including each “Additional
Purchaser” as defined in the Series C-3 Preferred Stock
Purchase Agreement, of even date herewith, who has executed a
counterpart signature page hereto which sets forth such Additional
Purchaser’s name and address (the “Series C-3
Investors” and collectively with the Series A-2 Investors,
the Series B-2 Investors and the Series C-2 Investors, the
“Investors”) and their transferees (as permitted
herein).
Recitals
WHEREAS, the Company and
certain Investors are parties to that certain Amended and Restated
Investor Rights Agreement dated June 10, 2004 (the “Prior
Agreement”), pursuant to which the Series A-1 Investors,
Series B-1 Investors and Series C-1 Investors (all as defined in
the “Prior Agreement”) have certain rights regarding
registration of the Company’s securities under the Securities
Act of 1933, as amended (“Registration Rights”),
certain preemptive rights regarding the Company’s equity
offerings (“Preemptive Rights”), certain rights to
information (“Information Rights”) and certain voting
rights (“Voting Rights”);
WHEREAS, pursuant to Section
6.3 of the Prior Agreement, the holders of a majority of the
Registrable Securities (as defined in the Prior Agreement) may
consent to an amendment of the Prior Agreement;
WHEREAS, pursuant to Section
2.2 of the Series C-2 Preferred Stock Purchase Agreement (the
“Series C-2 Stock Purchase Agreement”) dated June 10,
2004, the Series A-1 Investors, Series B-1 Investors, and Series
C-1 Investors elected to exercise their Exchange Right under
Section 2.1 of the Series C-2 Stock Purchase Agreement and thereby
became holders of Series A-2, Series B-2, and Series
C-2;
WHEREAS, the Company and the
Series C-3 Investors have entered into a Series C-3 Preferred Stock
Purchase Agreement of date even herewith;
WHEREAS, the Company, the
Series A-2 Investors, the Series B-2 Investors, and the Series C-2
Investors wish to amend and restate the Prior Agreement to give the
Series C-3 Investors the Registration Rights, Preemptive Rights,
Information Rights and Voting Rights described in this Amended and
Restated Investor Rights Agreement; and
WHEREAS, the holders of a
majority of the Registrable Securities have consented to this
amendment and restatement of the Prior Agreement;
NOW, THEREFORE, the parties
agree as follows:
SECTION 1
DEFINITIONS
1.1 Certain
Definitions . Hereafter, in this Agreement the following
terms shall have the following respective meanings:
“Commission”
shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities
Act.
“Common Stock”
shall mean the Company’s common stock, no par value per
share.
“Conversion
Stock” shall mean the shares of the Company’s common
stock issued or issuable pursuant to conversion of the Preferred
Stock.
“Exempt
Issuances” shall mean (i) the sale or issuance of equity
securities in the Company’s Initial Public Offering, (ii) the
sale or issuance from and after March 4, 1997 of up to 3,800,000
shares of Common Stock to officers, directors and employees of, and
consultants to, the Company pursuant to stock grants, option plans,
purchase plans or other employee stock incentive programs or
arrangements approved by the Company’s Board of Directors,
including upon exercise of options granted pursuant to any such
plan or arrangement, (iii) up to 180,000 shares issued upon the
exercise of warrants held by Innovative Medical Product
Consultants, GmbH as of the date hereof or issuable pursuant to
that certain Non-Exclusive Sales Representative and Services
Agreement dated November 12, 2002, (iv) the sale or issuance of the
Preferred Stock or the issuance of Conversion Stock upon conversion
of the Preferred Stock, (v) securities issuable upon exercise of
warrants issued in connection with secured debt agreements approved
by the Board and (vi) equity securities issued in connection with a
stock split, stock dividend or recapitalization of the
Company.
“Holder” or
“Holders” shall mean any Investor holding Registrable
Securities (including Preferred Stock) and any Person holding
Registrable Securities to whom the rights under this Agreement have
been transferred in accordance with Section 2.11 hereof.
“Initial Public
Offering” shall mean a firm underwritten public offering by
the Company of its Common Stock, with net proceeds of at least
$15,000,000 and with a price per share of at least $7.00, after
giving effect to any stock split, stock dividend, stock combination
or other recapitalization.
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“Initiating
Holders” shall mean any Investors, or transferees of
Investors under Section 2.11 hereof, who in the aggregate are
Holders of greater than 50% of the Registrable
Securities.
“Person” shall
mean any individual, firm, company, corporation, unincorporated
association, partnership, trust, joint venture or other entity, and
shall include any successor (by merger or otherwise) of such
entity.
“Preferred Stock”
shall mean the Series A-2, Series A-3, Series B-2, Series B-3,
Series C-2 and Series C-3 Preferred Stock of the
Company.
“Registrable
Securities” shall mean (i) the Conversion Stock and (ii) any
Common Stock of the Company issued or issuable in respect of the
Conversion Stock upon any stock split, stock dividend,
recapitalization, or similar event, or any Common Stock otherwise
issued or issuable with respect to the Preferred Stock;
provided , however , that shares of Common Stock or
other securities shall be treated as Registrable Securities only if
and so long as they have not been (A) sold to or through a broker
or dealer or underwriter in a public distribution or a public
securities transaction, whether in a registered offering, Rule 144
transaction or otherwise, or (B) sold in a transaction exempt from
the registration and prospectus delivery requirements of the
Securities Act so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of
such sale.
The terms
“register,” “registered” and
“registration” refer to a registration effected by
preparing and filing a registration statement in compliance with
the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
“Registration
Expenses” shall mean all expenses, except as otherwise stated
in Section 2.5, incurred by the Company in complying with Sections
2.1, 2.2 and 2.3 hereof, including, without limitation, all
registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company,
blue sky fees and expenses, the expense of any special audits
incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be
paid in any event by the Company) and the reasonable fees and
disbursements of one counsel for all Holders, in any registration
pursuant to Sections 2.1, 2.2 and 2.3 hereof.
“Restricted
Securities” shall mean the securities of the Company not
available for sale under Rule 144(k) of the Securities
Act.
“Securities Act”
shall mean the Securities Act of 1933, as amended, or any similar
federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the
time.
“Selling
Expenses” shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities
registered by the Holders.
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“Shares” held by
any Person shall mean all shares of the Company’s Preferred
Stock (calculated on an as-converted basis) and shares of Common
Stock held by such Person.
SECTION 2
REGISTRATION
RIGHTS
2.1 Requested
Registration .
(a) Request for
Registration . If the Company shall receive from Initiating
Holders a written request that the Company effect any registration,
qualification or compliance with respect to not less than thirty
percent (30%) of the shares of Registrable Securities, or any
lesser number of shares if the anticipated aggregate offering
price, net of underwriting discounts and commissions, would exceed
$250,000, the Company shall:
(i) promptly give written
notice of the proposed registration, qualification or compliance to
all other Holders; and
(ii) as soon as practicable,
use its best efforts to effect such registration, qualification or
compliance (including, without limitation, appropriate
qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued
under the Securities Act and any other governmental requirements or
regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any
Holder or Holders joining in such request as are specified in a
written request received by the Company within twenty (20) days
after receipt of such written notice from the Company;
provided , however , that the Company shall not be
obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Section
2.1:
(A) In any particular
jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such
registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may
be required by the Securities Act;
(B) Prior to the earlier of
(i) six months after the effective date of the registration
statement in respect of the initial public offering of the
Company’s securities and (ii) October 31, 2005;
(C) During the period
starting with the date sixty (60) days prior to the Company’s
estimated date of filing of, and ending on the date six (6) months
immediately following the effective date of, any registration
statement pertaining to securities of the Company in which each
Initiating Holder was entitled to participate to the fullest extent
it desired pursuant to Section 2.2 (other than a registration of
securities in a Rule 145 transaction or with respect to an employee
benefit plan), provided that the Company is actively employing in
good faith all reasonable efforts to cause such registration
statement to become effective;
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(D) If the Company has
effected two such registrations pursuant to this subparagraph
2.1(a), and each such registration has been declared or ordered
effective;
(E) If the Company shall
furnish to such Holders a certificate signed by the Chief Executive
Officer of the Company stating that in the good faith judgment of
the Board of Directors it would be seriously detrimental to the
Company or its stockholders for a registration statement to be
filed at such time, in which case the Company’s obligation to
use its best efforts to register, qualify or comply under this
Section 2.1 shall be deferred for a period not to exceed sixty (60)
days from the date of receipt of written request from the
Initiating Holders, provided that such right to delay a request may
not be exercised by the Company more than once in any twelve-month
period.
Subject to the foregoing
clauses (A) through (E), the Company shall file a registration
statement covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or
requests of the Initiating Holders.
(b) Underwriting . In
the event that a registration pursuant to Section 2.1 is for a
registered public offering involving an underwriting, the Company
shall so advise the Holders as part of the notice given pursuant to
Section 2.1(a)(i). In such event, the right of any Holder to
registration pursuant to Section 2.1 shall be conditioned upon such
Holder’s participation in the underwriting arrangements
required by this Section 2.1(b), and the inclusion of such
Holder’s Registrable Securities in the underwriting to the
extent requested shall be limited to the extent provided
herein.
The Company shall (together
with all Holders proposing to distribute their securities through
such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such
underwriting by a majority in interest of the Initiating Holders,
but subject to the Company’s reasonable approval.
Notwithstanding any other provision of this Section 2.1, if the
managing underwriter advises the Company in writing that marketing
factors require a limitation of the number of shares to be
underwritten, then the Company shall so advise all holders of
Registrable Securities and the number of shares of Registrable
Securities that may be included in the registration and
underwriting shall be allocated among all Holders in proportion, as
nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the
registration statement. No Registrable Securities excluded from the
underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration. To facilitate
the allocation of Registrable Securities to be included in the
registration and underwriting in accordance with the above
provisions, the Company or the underwriters may round the number of
shares of Registrable Securities allocated to any Holder to the
nearest one hundred (100) shares.
If any Holder of Registrable
Securities disapproves of the terms of the underwriting, such
Person may elect to withdraw therefrom by written notice to the
Company, the managing underwriter and the Initiating Holders. The
Registrable Securities and/or other securities so withdrawn shall
also be withdrawn from registration.
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2.2 Company
Registration .
(a) Notice of
Registration . If at any time or from time to time the Company
shall determine to register any of its equity securities, either
for its own account or the account of a security holder or holders,
other than (i) a registration relating solely to employee benefit
plans, or (ii) a registration relating solely to a Rule 145
transaction, the Company will:
(i) promptly give to each
Holder written notice thereof; and
(ii) include in such
registration (and any related qualification under blue sky laws or
other compliance), and in any underwriting involved therein, all
the Registrable Securities specified in a written request or
requests, made within twenty (20) days after mailing of such
written notice by the Company, by any Holder.
(b) Underwriting . If
the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company
shall so advise the Holders as a part of the written notice given
pursuant to Section 2.2(a)(i). In such event the right of any
Holder to registration pursuant to Section 2.2 shall be conditioned
upon such Holder’s participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their
securities through such underwriting shall (together with the
Company and the other holders distributing their securities through
such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provision of
this Section 2.2, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to
be underwritten, the managing underwriter may limit the Registrable
Securities to be included in such registration. The Company shall
so advise all Holders and other holders distributing their
securities through such underwriting and the number of shares of
Registrable Securities that may be included in the registration and
underwriting shall be allocated among all Holders in proportion, as
nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the
registration statement. In any offering subsequent to the Initial
Public Offering, the number of Registrable Securities to be
included may not be reduced pursuant to this paragraph to less than
30% of the total number of shares included in the registration
statement, and in the Initial Public Offering, Holders may be
excluded entirely so long as no other selling stockholders are
included in the registration statement. To facilitate the
allocation of Registrable Securities to be included in the
registration and underwriting in accordance with the above
provisions, the Company may round the number of shares of
Registrable Securities allocated to any Holder or holder to the
nearest one hundred (100) shares. If any Holder or holder
disapproves of the terms of any such underwriting, he may elect to
withdraw therefrom by written notice to the Company and the
managing underwriter. Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such
registration.
(c) Right to Terminate
Registration . The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.2
prior to the effectiveness of such registration whether or not any
Holder has elected to include Registrable Securities in such
registration.
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2.3 Registration on
Form S-3 .
(a) If any Holder or Holders
of at least 20% of the then-outstanding Registrable Securities
request that the Company file a registration statement on Form S-3
(or any successor form to Form S-3) for a public offering of shares
of the Registrable Securities the reasonably anticipated aggregate
offering price to the public of which, net of underwriting
discounts and commissions, would exceed $250,000, and the Company
is a registrant entitled to use Form S-3 to register the
Registrable Securities for such an offering, the Company shall give
prompt written notice of such proposed registration to all Holders
and shall use its best efforts to cause the Registrable Securities,
and any other Registrable Securities held by others who so notify
the Company in writing within twenty (20) days after mailing of
such written notice by the Company that they wish to participate,
to be registered for the offering on such form and to cause the
Registrable Securities to be qualified in such jurisdictions as the
Holder or Holders may reasonably request; provided ,
however , that the Company shall not be required to effect
more than one registration pursuant to this Section 2.3 in any six
(6) month period. The substantive provisions of Section 2.1(b)
shall be applicable to each registration initiated under this
Section 2.3.
(b) Notwithstanding the
foregoing, the Company shall not be obligated to take any action
pursuant to this Section 2.3: (i) in any particular jurisdiction in
which the Company would be required to execute a general consent to
service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act;
(ii) during the period starting with the date sixty (60) days prior
to the Company’s estimated date of filing of, and ending on
the date three (3) months (or, with respect to the Initial Public
Offering, six (6) months) immediately following, the effective date
of any registration statement pertaining to securities of the
Company (other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan) in which
the Holders are able to include Registrable Securities to the
fullest extent they desire, provided that the Company is actively
employing in good faith all reasonable efforts to cause such
registration statement to become effective; or (iv) if the Company
shall furnish to such Holder a certificate signed by the President
of the Company stating that in the good faith judgment of the Board
of Directors it would be seriously detrimental to the Company or
its stockholders for a registration statement to be filed at such
time, then the Company’s obligation to use its best efforts
to file a registration statement shall be deferred for a period not
to exceed sixty (60) days from the receipt of the request to file
such registration by such Holder, provided that such right to delay
a request may not be exercised by the Company more than once in any
twelve-month period.
2.4 Limitations on
Subsequent Registration Rights . From and after the date of
this Agreement, the Company shall not enter into any agreement
granting any holder or prospective holder of any securities of the
Company registration rights with respect to such securities unless
(i) the rights of such holders to participate in Company offerings
are subordinate to the rights of the Holders under Section 2.2 and
such holder shall have no right to make a demand registration that
could result in such registration statement being declared
effective prior to October 31, 2004; or (ii) the Holders of at
least 66 2 / 3 % of the total then outstanding
Registrable Securities consent to the grant of such registration
rights.
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2.5 Expenses of
Registration . All Registration Expenses incurred in
connection with registrations pursuant to Sections 2.1, 2.2 and 2.3
shall be borne by the Company. Unless otherwise stated, all Selling
Expenses relating to securities registered on behalf of the Holders
shall be borne by the Holders of such securities pro rata, on the
basis of the number of shares so registered.
2.6 Registration
Procedures . In the case of each registration,
qualification or compliance effected by the Company pursuant to
this Section 2, the Company will keep each Holder advised in
writing as to the initiation of each registration, qualification
and compliance and as to the completion thereof. At its expense the
Company will:
(a) Prepare and file with the
Commission a registration statement with respect to such securities
and use its best efforts to cause such registration statement to
become effective as soon as practicable after filing and remain
effective until the earlier of (i) one hundred eighty (180) days
from the date of filing and (ii) the date on which the distribution
described in the registration statement has been completed;
provided , however , that if, in the case of clause
(i), the use of the registration statement was suspended under
Section 2.6(e), such 180 days shall be extended by the number of
days for which the use of the registration statement was
suspended;
(b) Furnish to the Holders
participating in such registration and to the underwriters of the
securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus
and such other documents as such Holders or underwriters may
reasonably request in order to facilitate the public offering of
such securities;
(c) As expeditiously as
possible prepare and file with the Commission any amendments and
supplements to the registration statement and the prospectus
included in the registration statement as may be necessary to
comply with the Securities Act and keep the registration statement
effective, in the case of a firm commitment underwritten public
offering, until each underwriter has completed the distribution of
all securities purchased by it and, in the case of any other
offering, until the earlier of the sale of all Registrable Shares
covered thereby or 180 days after the effective date thereof;
provided , however , that in the event the use of the
registration statement was suspended under Section 2.6(e), such 180
days shall be extended by the number of days for which the use of
the registration statement was suspended;
(d) As expeditiously as
possible use its best efforts to register or qualify the
Registrable Shares covered by the registration statement under the
securities or blue sky laws of such states as the selling Holders
shall reasonably request, and do any and all other acts and things
that may be necessary or desirable to enable the selling Holders to
consummate the public sale or other disposition in such states of
the Registrable Shares owned by the selling Holders;
provided , however , that the Company shall not be
required in connection with this paragraph (d) to qualify as a
foreign corporation or execute a general consent to service of
process in any jurisdiction; and
(e) If the Company has
delivered preliminary or final prospectuses to the selling Holders
and after having done so the prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly
notify the selling Holders and, if requested, the
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selling Holders shall immediately cease
making offers of Registrable Shares and return all prospectuses to
the Company. The Company shall file an amendment or prospectus
supplement as soon as practicable (but in no event later than ten
(10) days after the date of such request) and thereafter promptly
provide the selling Holders with revised prospectuses and,
following receipt of the revised prospectuses, the selling Holders
shall be free to resume making offers of the Registrable
Shares.
2.7 Indemnification
.
(a) The Company shall
indemnify each Holder, each of its officers, directors, partners,
accountants, legal counsel and agents, and each Person controlling
such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification or compliance has
been effected pursuant to this Section 2, and each underwriter, if
any, and each Person who controls any underwriter within the
meaning of Section 15 of the Securities Act, against all expenses,
claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of
any litigation, commenced or threatened, arising out of or based on
any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto,
incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation or alleged violation by
the Company of the Securities Act or any rule or regulation
promulgated under the Securities Act, the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), state
securities or blue sky laws or otherwise applicable to the Company
in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each
of its officers and directors, and each Person controlling such
Holder, each such underwriter and each Person who controls any such
underwriter, as incurred, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to
the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by an
instrument duly executed by such Holder, controlling Person or
underwriter and stated to be specifically for use
therein.
(b) Each Holder shall, if
Registrable Securities held by such Holder are included in the
securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its
directors, officers, accountants, legal counsel and agents, each
underwriter, if any, of the Company’s securities covered by
such a registration statement, each Person who controls the Company
or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers,
directors, partners, accountants, legal counsel and agents, and
each Person controlling such Holder within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material
fact
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contained in any such registration
statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such
Holders, such directors, officers, Persons, underwriters or control
Persons, as incurred, for any legal or any other expenses
reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made
in such registration statement, prospectus, offering circular or
other document in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed
by such Holder and stated to be specifically for use therein.
Notwithstanding the foregoing, the liability of each Holder under
this subsection (b) shall be limited in an amount equal to the net
proceeds received from the sale of Registrable Securities offered
and sold by such Holder pursuant to such registration statement,
and shall not apply to amounts paid in settlement of any such
damage or liability if such settlement was effected without the
consent of 66% of the Holders.
(c) Each party entitled to
indemnification under this Section 2.7 (the “Indemnified
Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claim as
to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party’s expense;
provided , however , that the Indemnified Party
(together with all other Indemnified Parties that may be
represented without conflic
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