Common use of Cooperation by Holders Clause in Contracts

Cooperation by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, furnish to the Company the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I and Article II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: (a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree.

Cooperation by Holders. The Holder or (a) Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, furnish to the Company in writing such information and affidavits as the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name and address of such Holder or Company may reasonably require from Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall be required in connection with any registration, qualification or compliance referred with respect to in this Agreementsuch securities. It is understood and agreed that shall be a condition precedent to the obligations of the Company under Article I to take any action pursuant to this Agreement with respect to the securities of any selling Holder that such Holder shall furnish to the Company such information regarding the Holder, the securities to be registered and Article II are conditioned on other securities in the timely provisions Company held, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's securities. (b) By exercising their Warrants, Holders shall be deemed to have confirmed at the time of such exercise the continuing accuracy of the foregoing information respecting their status as accredited investors and the suitability of an investment in the Common Stock for them that is contained herein, all except as such investors may then advise the Company in writing. The Company may also require, as a condition precedent to exercise, that the Holder complete and deliver to the Company a suitability letter containing representations and warranties regarding suitability of the investment of like tenor to those contained herein. (c) Holders, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (b) of section 5.1, will forthwith discontinue disposition of the securities until Holders' receipt of the copies of the supplemented or amended prospectus contemplated by such Holder paragraph (b) of section 5.1 or Holders until they are advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, without limitation if so directed by the Company, Holders will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company all copies, other than permanent file copies then in Holders' possession, of the foregoingprospectus covering such securities current at the time of receipt of such notice. In the event the Company shall give any such notice, will be conditioned on compliance by such Holder or Holders with the following: time period mentioned in paragraph (a) such Holder or Holders will, of section 5.1 shall be extended by the number of days during the period from and will cause their respective Affiliates to, cooperate with including the Company in connection with the preparation date of the applicable registration statement giving of such notice to and including the date when Holders shall have received the copies of the supplemented or amended prospectus and, for so long as contemplated by paragraph (b) of section 5.1 hereof or the Advice. (d) At the end of any period during which the Company is obligated to keep any Registration Statement current and effective as provided by section 5.1 hereof (and any extensions thereof required by paragraph (c) of this section 5.2), Holders shall discontinue sales of securities pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the securities covered by such Registration Statement which remain unsold, and Holders shall notify the Company of the number of securities registered which remain unsold promptly after receipt of such notice from the Company. (e) The Holders acknowledge that the registration of the resale of the securities or the availability of an exemption from registration in certain states may impose certain limitations and conditions on the manner and nature of such sales. The Company shall advise the Holder in writing of such registration statement effective, or exemption and the related limitations and conditions from time to time. The Holders shall be solely responsible for such Holder or Holders will Holders' own compliance with such limitations and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offereeconditions.

Cooperation by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers Purchaser shall cause such Holder or Holders to, furnish to the Company the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned Registrable Securities held by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name and address of such Holder or Holders proposing to sell, and the distribution proposed by them and such Holder information regarding them and their Affiliates as the Company or Holders as shall be required its representatives may reasonably request in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I and Article II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: (a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; , (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; (c) such Holder or Holders shall, and they shall cause their respective Affiliates to, (i) permit the Company and its representatives to examine such documents and records and will supply in a timely manner any information as they may be reasonably requested to provide in connection with the offering or other distribution of Registrable Securities by such Holder or Holders and (ii) execute, deliver and perform under any agreements and instruments reasonably requested by the Company or its representatives to effectuate such registered offering, including opinions of counsel and questionnaires; and (d) on receipt of any notice from the Company of the occurrence of any of the events specified in Section 3.1(f) or clauses (ii) or (iii) of Section 3.1(n), or that otherwise requires the suspension by such Holder or Holders and their respective Affiliates of the offering, sale or distribution of any Registrable Securities, such Holders shall, and they shall cause their respective Affiliates to, cease offering, selling or distributing the Registrable Securities until the offering, sale and distribution of the Registrable Securities may recommence in accordance with the terms hereof and applicable law.

Cooperation by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers Purchaser shall cause such Holder or Holders to, furnish to the Company the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I and Article II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: (a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree.

Cooperation by Holders. (a) The Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, will furnish to the Company in writing such information and affidavits as the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name Company may reasonably request and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall may be required by applicable law or regulation in connection with any registration, qualification or compliance referred with respect to the Registrable Securities. (b) The failure of the Holders to furnish any information or documents in accordance with any provision contained in this Agreement. It is understood and agreed that Section 7 will not affect the obligations of the Company under Article I this Agreement to any other Holders who furnishes such information and Article II are conditioned on documents unless, in the timely provisions reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the foregoing information offering or the legality of the registration statement or the underlying offering. (c) The Holders, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(d) hereof (the "SUPPLEMENTAL NOTICE"), will forthwith discontinue disposition of the Registrable Securities until such party's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(d) hereof or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by the Company, the Holders will deliver to the Company all copies, other than permanent file copies then in such Holder or Holders andparty's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give Supplemental Notice, the time periods for which such registration statement must be maintained as effective pursuant to this Agreement, including without limitation of the foregoingperiod referred to in Section 6(b) hereof, will be conditioned on compliance extended by the number of days during the period from and including the date of the giving of such Holder notice to and including the date when each Holders shall have received the copies of the supplemented or Holders with the following:amended prospectus contemplated by Section 6(d) hereof. (ad) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with At the Company in connection with the preparation end of the applicable registration statement and prospectus and, for so long as any period during which the Company is obligated to keep such any registration statement effectivecurrent and effective as provided by Section 6(b) hereof (and any extensions thereof required by Section 7(c) hereof), such Holder or the Holders will and will cause their respective Affiliates to, provide discontinue sales of upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities subject to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable parties will notify the Company of the number of shares of Common Stock registered which remain unsold promptly after receipt of such notice from the Company. (e) In connection with any registered underwritten offering, the Holders agree to prepare execute agreements pursuant to which the Holders agree not to offer, sell or amend such registration statementcontract to sell or otherwise dispose of, directly or indirectly, or announce the offering of, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of beneficially owned by such laws; (ii) distribute the party, other than Registrable Securities acquired by them solely in subject to the manner described in registration statement, for a reasonable period of time after the applicable registration statement offering (not to exceed one hundred eighty (180) days), upon the reasonable request of the Company but only to the same extent and (iii) if required by applicable lawfor the same period as all other Company "insiders" are restricted and any release from such restrictions of other Company "insiders" shall be provided, cause to be furnished on a pro rata basis, to each agent or broker-dealer to or through whom such Holders of Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offereeSecurities.

Cooperation by Holders. The (a) Each Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, will furnish to the Company in writing such information and affidavits as the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name Company may reasonably request and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall may be required by applicable law or regulation in connection with any registration, qualification or compliance referred with respect to the Registrable Securities. In addition, in the event of an underwritten offering, each Holder participating in such underwriting will enter into and perform its obligations under customary agreements (including an underwriting agreement in customary form); provided, however, that no Holder shall be required to make any representations or warranties to the Company or the underwriter(s) (other than regarding such Holders existence and authority, ownership of its Common Stock and method of distribution) or undertake any indemnification obligations other than as set forth in Section 7. (b) The failure of any Holder to furnish any information or documents in accordance with any provision contained in this Agreement. It is understood and agreed that Section 5 will not affect the obligations of the Company under Article I this Agreement to any other Holder who furnishes such information and Article II are conditioned on documents unless, in the timely provisions reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the foregoing information by such Holder offering or Holders and, without limitation the legality of the foregoing, will be conditioned on compliance by such Holder registration statement or Holders with the following:underlying offering. (ac) Each Holder upon receipt of any Supplemental Notice will forthwith discontinue disposition of the Registrable Securities pursuant to the then current registration statement until such Holder party has received copies of any required supplemented or Holders will, and will cause their respective Affiliates to, cooperate with amended prospectus or until it is advised in writing by the Company in connection with that a new registration statement covering the preparation offer of the applicable registration statement and Registrable Securities has become effective under the Securities Act or that the use of the prospectus and, for may be resumed. If so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to directed by the Company, in writing and in a timely mannerthe Holder will deliver to the Company all copies, for use other than permanent file copies then in such registration statement party's possession, of the prospectus covering such Registrable Securities current at the time of receipt of the relevant Supplemental Notice. (and expressly identified in writing as such)d) In connection with any registered offering, all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law each Holder agrees to enable execute agreements pursuant to which the Company Holder agrees not to, directly or indirectly, offer, sell or contract to prepare sell or amend such registration statementotherwise dispose of, or announce the offering of, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of beneficially owned by such laws; (ii) distribute the party, other than Registrable Securities acquired by them solely subject to the registration statement, for a reasonable period of time before and after the offering (not to exceed ninety (90) days (one hundred and eighty (180) in the manner described in case of the applicable registration statement first underwritten offering by the Company) after the offering), upon the reasonable request of the managing underwriter(s), but only to the same extent and for the same period as all other Company "insiders" holding at least five percent (iii5%) if required by applicable lawof the Common Stock (on an as-exercised, cause to and as-converted basis) are restricted and any release from such restrictions of other Company "insiders" shall be furnished extended, on a pro rata basis, to each agent or broker-dealer to or through whom such Holder of Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offereeSecurities.

Cooperation by Holders. The Each Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, furnish to the Company the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by information regarding such Holder or Holdersand its Affiliates, the number of such Registrable Securities proposed to be soldheld by them, the name and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder and such other relevant information, in each case, as the Company or Holders as shall its representatives may reasonably request to the extent required by applicable Law to be required included in connection with any registration, qualification or compliance registration statement referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I and this Article II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: (a) such Holder or Holders will, and will use reasonable best efforts to cause their respective its Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will will, and will use reasonable best efforts to cause their respective its Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such)statement, all such information regarding themselves itself and their respective Affiliates its Affiliates, the Registrable Securities held by them, the distribution proposed by such Holder and such other information relevant information, in each case, as the Company or its representatives may be reasonably request to the extent required by applicable law Law to enable the Company to prepare or amend be included in such registration statement, statement or any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will use reasonable best efforts to cause their its Affiliates to, comply with all laws Laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such lawsLaws, will, and will use reasonable best efforts to cause their its Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such lawsLaws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable lawLaw, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective AffiliatesHolder, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree.

Cooperation by Holders. The Holder or Holders of Registrable Securities included in any registration shall, and the Purchasers shall cause such Holder or Holders to, furnish to the Company the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder or Holders, the number of such Registrable Securities proposed to be sold, the name and address of such Holder or Holders proposing to sell, and the distribution proposed by such Holder or Holders as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I and Article II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following: (a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Company is obligated to keep such registration statement effective, such Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency and effectiveness thereof; and (b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree.