Common use of Cooperation by Prospective Sellers Clause in Contracts

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request from such seller in connection with any registration statement with respect to such Registrable Securities. (b) The failure of any prospective seller of Registrable Securities to furnish any information or documents in accordance with any provision contained in this Agreement shall not affect the obligations of the Company under this Agreement to any remaining sellers who furnish such information and documents unless, in the reasonable opinion of counsel to the Company and/or the underwriters, such failure impairs or adversely affects the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreement. (c) Upon receipt of a notice (telephonic or written) from the Company or the underwriter of the happening of an event which makes any statement made in a registration statement or related prospectus covering Registrable Securities untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) shall be extended by the number of days elapsing between the date of notice and the date that each seller receives copies of the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included in any registration statement will effect sales of such securities in accordance with the plan of distribution given to the Company. (e) At the end of any period during which the Company is obligated to keep any registration statement current and effective as provided in this Agreement, the Holders of Registrable Securities included in such registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives notice from the Company of its intention to continue effectiveness of such registration statement with respect to such shares which remain unsold and such Holders shall notify the Company of the number of shares registered which remain unsold promptly upon expiration of the period during which the Company is obligated to maintain the effectiveness of the registration statement. (f) No Person may participate in any underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements made with respect to such registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms of such underwriting arrangements.

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall will furnish to the Company in writing such information as the Company may reasonably request require from such seller seller, and otherwise reasonably cooperate with the Company in connection with any registration statement with respect to such Registrable Securities. (b) The failure of any prospective seller of Registrable Securities to furnish any information or documents in accordance with any provision contained in this Agreement Section 12 shall not affect the obligations of the Company under this Agreement Section 12 to any remaining sellers who furnish such information and documents unless, unless in the reasonable opinion of counsel to the Company and/or or the underwriters, such failure impairs or adversely affects may impair the viability of the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreementunderlying offering. (c) Upon receipt of a notice (telephonic or written) from the Company or the underwriter of the happening of an event which makes any statement made in a registration statement or related prospectus covering Registrable Securities untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the The Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) shall be extended by the number of days elapsing between the date of notice and the date that each seller receives copies of the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included in any registration statement will not (until further notice) effect sales thereof after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update such securities in accordance registration statement or prospectus; but the obligations of the Company with the plan respect to maintaining any registration statement current and effective shall be extended by a period of distribution given days equal to the Companyperiod such suspension is in effect. (ed) At the end of any period during which the Company is obligated to keep any registration statement current and effective as provided in by Section 12.5 hereof (and any extensions thereof required by the preceding paragraph (c) of this AgreementSection 12.6), the Holders of Registrable Securities included in such registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives statement upon receipt of notice from the Company of its intention to continue effectiveness of remove from registration the shares covered by such registration statement with respect to such shares which remain unsold unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold promptly upon expiration after receipt of such notice from the period during which the Company is obligated to maintain the effectiveness of the registration statementCompany. (fe) No Person may participate in Holder shall have any underwritten right to obtain or seek an injunction or other judicial order restraining or otherwise delaying any registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in under Section 12.2 or 12.3 hereof as a result of any underwriting arrangements made controversy or dispute that might arise with respect to such registration and (ii) completes and executes all questionnaires, powers the interpretation or implementation of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms of such underwriting arrangementsthis Section 12.

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall Stock, and each underwriter designated by each such seller, will furnish to the Company in writing such information as the Company may reasonably request require from such seller or underwriter in connection with any the registration statement with respect to such Registrable Securities(and the prospectus included therein). (b) The failure Failure of any a prospective seller of Registrable Securities Stock to furnish any the information or documents in accordance with any provision contained and agreements described in this Agreement Section 2 shall not affect the obligations of the Company under this Agreement Section 2 to any the remaining sellers who furnish such information and documents agreements unless, in the reasonable opinion of counsel to the Company and/or or the underwriters, such failure impairs or adversely affects may impair the viability of the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreementunderlying offering. (c) Upon The Holders holding shares included in the registration statement will not (until further notice) effect sales thereof after receipt of a telegraphic or written notice (telephonic or written) from the Company to suspend sales to permit the Company to correct or the underwriter of the happening of an event which makes any statement made in update a registration statement or related prospectus covering Registrable Securities untrue or which requires but the making obligations of the Company with respect to maintaining any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) current and effective shall be extended by the number a period of days elapsing between equal to the date of notice and period such suspension is in effect unless (i) such extension would result in the date that each seller receives copies of Company's inability to use the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included financial statements in any the registration statement will effect sales of such securities in accordance with the plan of distribution given initially filed pursuant to the Holder or Holders' request and (ii) such correction or update did not result from the Company. (e) 's acts or failures to act. At the end of any the period during which the Company is obligated to keep any the registration statement current and effective as provided described in this AgreementSection 2.3(b) (and any extensions thereof required by the preceding sentence), the Holders of Registrable Securities holding shares included in such the registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives statement upon receipt of notice from the Company of its intention to continue effectiveness of remove from registration the shares covered by such registration statement with respect to such shares which remain unsold unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold promptly immediately upon expiration of the period during which the Company is obligated to maintain the effectiveness of the registration statement. (f) No Person may participate in any underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements made with respect to such registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms receipt of such underwriting arrangementsnotice from the Company.

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall Subject Stock, and each underwriter designated by a majority in interest of the requesting Holders, will furnish to the Company in writing such information as the Company may reasonably request require from such seller or underwriter in connection with any the registration statement with respect to such Registrable Securities(and the prospectus included therein). (b) The failure Failure of any a prospective seller of Registrable Securities Subject Stock to furnish any the information or documents in accordance with any provision contained and agreements described in this Agreement Section 8.9 shall not affect the obligations of the Company under this Agreement Section 8 to any remaining sellers who furnish such information and documents agreements unless, in the reasonable opinion of counsel to the Company and/or or the underwriters, such failure impairs or adversely affects may impair the viability of the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreementunderlying offering. (c) Upon The Holders of and the Key Employees holding shares included in the registration statement will not (until further notice) effect sales thereof after receipt of a telegraphic or written notice (telephonic or written) from the Company to suspend sales to permit the Company to correct or the underwriter of the happening of an event which makes any statement made in update a registration statement or related prospectus covering Registrable Securities untrue or which requires prospectus; but the making obligations of the Company with respect to maintaining any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) current and effective shall be extended by the number a period of days elapsing between equal to the date of notice and period such suspension is in effect unless (i) such extension would result in the date that each seller receives copies of Company's inability to use the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included financial statements in any the registration statement will effect sales of such securities in accordance with the plan of distribution given initially filed pursuant to the Holder or Holders' request and (ii) such correction or update did not result from the Company. (e) 's acts or failures to act. At the end of any the period during which the Company is obligated to keep any the registration statement current and effective as provided described in this Agreementparagraph (b) of Section 8.3 (and any extensions thereof required by the preceding sentence), the Holders of Registrable Securities and the Key Employees holding shares included in such the registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives statement upon receipt of notice from the Company of its intention to continue effectiveness of remove from registration the shares covered by such registration statement with respect to such shares which remain unsold unsold, and such Holders and Key Employees shall notify the Company of the number of shares registered which remain unsold promptly immediately upon expiration of the period during which the Company is obligated to maintain the effectiveness of the registration statement. (f) No Person may participate in any underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements made with respect to such registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms receipt of such underwriting arrangementsnotice from the Company.

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall Subject Stock, and each underwriter designated by a majority in interest of the requesting Holders, will furnish to the Company in writing such information as the Company may reasonably request require from such seller or underwriter in connection with any the registration statement with respect to such Registrable Securities(and the prospectus included therein). (b) The failure Failure of any a prospective seller of Registrable Securities Subject Stock to furnish any the information or documents in accordance with any provision contained and agreements described 50 -45- in this Agreement Section 8.9 shall (i) with respect to registration rights under Section 8.2, terminate such prospective seller's registration rights, and (ii) with respect to registration rights under Section 8.5, terminate such prospective seller's registration rights with respect to the registration at issue. However, such failure shall not affect the obligations of the Company under this Agreement Section 8 to any remaining sellers who furnish such information and documents agreements unless, in the reasonable opinion of counsel to the Company and/or or the underwriters, such failure impairs or adversely affects may impair the viability of the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreementunderlying offering. (c) Upon The Holders and the Key Employees holding shares included in the registration statement will not (until further notice) effect sales thereof after receipt of a telegraphic or written notice (telephonic or written) from the Company to suspend sales to permit the Company to correct or the underwriter of the happening of an event which makes any statement made in update a registration statement or related prospectus covering Registrable Securities untrue or which requires prospectus; but the making obligations of the Company with respect to maintaining any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) current and effective shall be extended by the number a period of days elapsing between equal to the date of notice and period such suspension is in effect unless (i) such extension would result in the date that each seller receives copies of Company's inability to use the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included financial statements in any the registration statement will effect sales of such securities in accordance with the plan of distribution given initially filed pursuant to the Holder or Holders' request and (ii) such correction or update did not result from the Company. (e) 's acts or failures to act. At the end of any the period during which the Company is obligated to keep any the registration statement current and effective as provided described in this Agreementparagraph (b) of Section 8.3 (and any extensions thereof required by the preceding sentence), the Holders of Registrable Securities and the Key Employees holding shares included in such the registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives statement upon receipt of notice from the Company of its intention to continue effectiveness of remove from registration the shares covered by such registration statement with respect to such shares which remain unsold unsold, and such Holders and Key Employees shall notify the Company of the number of shares registered which remain unsold promptly immediately upon expiration of the period during which the Company is obligated to maintain the effectiveness of the registration statement. (f) No Person may participate in any underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements made with respect to such registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms receipt of such underwriting arrangementsnotice from the Company.

Cooperation by Prospective Sellers. (a) Each prospective seller of Registrable Securities shall will furnish to the Company in writing such information as the Company may reasonably request require from such seller in connection with any the registration statement with respect to such Registrable Securities(and the prospectus included therein). (b) The failure Failure of any a prospective seller of Registrable Securities to furnish any the information or documents in accordance with any provision contained and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to any remaining sellers who furnish such information and documents agreements unless, in the reasonable opinion of counsel to the Company and/or or the underwriters, such failure impairs or adversely affects may impair the viability of the offering or the legality of the registration statement or causes the request not to meet the requirements of Section 2 of this Agreementunderlying offering. (c) Upon The Holders holding shares included in the registration statement will not (until further notice) effect sales thereof after receipt of a telegraphic or written notice (telephonic or written) from the Company to suspend sales to permit the Company to correct or the underwriter of the happening of an event which makes any statement made in update a registration statement or related prospectus covering Registrable Securities untrue or which requires prospectus; but the making obligations of the Company with respect to maintaining any changes in such registration statement or prospectus so that they will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, the Holders of Registrable Securities included in such registration statement shall discontinue disposition of such Registrable Securities pursuant to such registration statement until such Holders’ receipt of copies of the supplemented or amended prospectus contemplated in Section 3(f) hereof or until advised by the Company or the underwriters that dispositions may be resumed. If the Company gives any such notice, the time period mentioned in Section 3(b) current and effective shall be extended by the number a period of days elapsing between equal to the date of notice and period such suspension is in effect unless (i) such extension would result in the date that each seller receives copies of Company's inability to use the supplemented or amended prospectus contemplated by Section 3(f). (d) Each Holder of Registrable Securities included financial statements in any the registration statement will effect sales of such securities in accordance with the plan of distribution given initially filed pursuant to the Holder or Holders' request and (ii) such correction or update did not result from the Company. (e) 's acts or failures to act. At the end of any the period during which the Company is obligated to keep any the registration statement current and effective as provided described in this AgreementSection 3(b) hereof (and any extensions thereof required by the preceding sentence), the Holders of Registrable Securities holding shares included in such the registration statement shall discontinue sales of shares pursuant to such registration statement, unless it receives statement upon receipt of notice from the Company of its intention to continue effectiveness of remove from registration the shares covered by such registration statement with respect to such shares which remain unsold unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold promptly immediately upon expiration receipt of such notice from the period during which the Company is obligated to maintain the effectiveness of the registration statementCompany. (fd) No Person may participate in any underwritten registration Each seller of Registrable Securities pursuant to this Agreement unless such Person (i) a registration which is not underwritten agrees to sell such Person’s securities on provide the basis provided Company with written assurances that all sales of Registrable Securities made in any underwriting arrangements made connection with respect to such registration were made in compliance with all applicable securities laws, including, without limitation, the prospectus delivery requirements of Section 5 of the Securities Act or any successor provision and (ii) completes the restrictions of Rules l0b-2, l0b-6 and executes all questionnaires, powers l0b-7 of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms of such underwriting arrangementsExchange Act or any successor provisions.