Common use of Correction of Statements or Omissions Clause in Contracts

Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissions) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor (or other applicable document) as such Investor may request in writing.

Appears in 5 contracts

Samples: Registration Rights Agreement (Applied Dna Sciences Inc), Registration Rights Agreement (Pluris Opportunity Fund LP), Registration Rights Agreement (Applied Dna Sciences Inc)

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Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a Resale Registration Statement, as then in effect, includes an untrue statement of a material fact or fails omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall use commercially reasonable efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable) to prepare a supplement or amendment to the Resale Registration Statement or a supplement to the related prospectus or any document incorporated therein by reference or file any other required document (and make all required filings with the SEC and all applicable state securities or blue sky commissions) so that, as thereafter delivered to correct the purchasers of Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement or omission if not otherwise satisfied through the filing of a report material fact or omit to state a material fact required to be stated therein or necessary to make the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall statements therein not be required if, notwithstanding the Company's commercially reasonable efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the misleading. The Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor (or other applicable document) as such Investor may request in writing.

Appears in 2 contracts

Samples: Registration Rights Agreement (St Cloud Capital Partners Lp), Registration Rights Agreement (Viking Systems Inc)

Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders by facsimile the Purchaser (at the facsimile number for such Purchaser set forth on the signature page hereto) of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a the Registration Statement, as then in effect, includes an untrue statement of a material fact or fails omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable its best efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable(5) business days) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissionsSEC) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to with the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable best efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor Purchaser (or other applicable document) as such Investor Purchaser may request in writing. Unless such an event is publicly announced, the Company shall not, without the consent of a Purchaser, give such Purchaser any material non-public information, but shall inform the Purchaser that the prospectus includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Registration Rights Agreement (Softnet Systems Inc)

Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the (i) The Company shall publicly announce or promptly notify all Selling Securityholders the Subscriber of the happening of any event, of which the Company has actual knowledge, event as a result of which the Registration Statement or any prospectus included in a the Registration Statement, as then in effect, includes an untrue statement of a material fact or fails omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable its best efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissions) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to such supplement or amendment with the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor the Subscriber (or other applicable document) as the Subscriber may reasonably request. (ii) The Subscriber agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(f)(i), the Subscriber will forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Investor may request in writingsecurities until the Subscriber's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(f)(i).

Appears in 1 contract

Samples: Subscription Agreement (Mangosoft Inc)

Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Company shall publicly announce or notify all Selling Securityholders of the happening of such event, and shall use commercially reasonable efforts as soon as possible to (but in any event it shall within five (5) Business Days or three (3) Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissions) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's ’s commercially reasonable efforts so to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) ); and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor Selling Securityholder (or other applicable document) as such Investor Securityholder may request in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Nanosensors Inc)

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Correction of Statements or Omissions. As soon as practicable after becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders by facsimile the Purchaser (at the facsimile number for such Purchaser set forth on the signature page hereto) of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a the Registration Statement, as then in effect, includes an untrue statement of a material fact or fails omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable its best efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable(5) business days) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissionsSEC) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable best efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor Purchaser (or other applicable document) as such Investor Purchaser may request in writing. Unless such an event is publicly announced, the Company shall not, without the consent of a Purchaser, give such Purchaser any material non-public information, but shall inform the Purchaser that the such prospectus includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Registration Rights Agreement (Softnet Systems Inc)

Correction of Statements or Omissions. As soon as practicable after ------------------------------------- becoming aware of such event, the Company shall publicly announce or notify all Selling Securityholders by facsimile the Purchaser (at the facsimile number for such Purchaser set forth on the signature page hereto) of the happening of any event, of which the Company has actual knowledge, as a result of which the prospectus included in a the Registration Statement, as then in effect, includes an untrue statement of a material fact or fails omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable its best efforts as soon as possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of financial information required to correct such untrue statement or omission, as applicable(5) business days) prepare a supplement or amendment to the Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissionsSEC) to correct such untrue statement or omission if not otherwise satisfied through the filing of a report to with the SEC or otherwise pursuant to applicable securities laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable best efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor Purchaser (or other applicable document) as such Investor Purchaser may request in writing. Unless such an event is publicly announced, the Company shall not, without the consent of a Purchaser, give such Purchaser any material non-public information, but shall inform the Purchaser that the prospectus includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mediacom Communications Corp)

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