Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or 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 under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.
Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information regarding such Holder, its ownership of Registrable Securities and the disposition of such securities in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus contained in the Registration Statement, any amendment or supplement thereto, to any purchaser of the Registrable Securities covered by the Registration Statement from the Holder and (c) if requested by the Company, to notify the Company of any sale of Registrable Securities by such Holder.
Covenants of Holders. Each Holder hereby covenants and agrees that it shall not sell any Registrable Securities in violation of the Securities Act or this Agreement.
Covenants of Holders. (a) If any Registrable Securities are included in a registration statement pursuant to the terms of this Agreement, each Holder will not (until further notice) effect sales thereof after receipt of written notice from the Company of the occurrence of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, in order to permit the Company to correct or update the registration statement or prospectus, provided that the obligations of the Company with respect to maintaining any registration statement current and effective shall be extended by a period of days equal to the period said suspension is in effect.
(b) If any Registrable Securities are being registered in any registration pursuant to this Agreement, each Holder will comply with all anti-stabilization, manipulation and similar provisions of Section 10 of the Exchange Act, and any rules promulgated thereunder by the SEC and, at the request of the Company, will execute and deliver to the Company an appropriate agreement to such effect.
(c) At the end of the period during which the Company is obligated to keep a registration statement current and effective as described herein, each Holder shall discontinue sales pursuant to such registration statement, unless the Holder has received written notice from the Company of its intention to continue the effectiveness of such registration statement with respect to any securities which remain unsold.
(d) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities that any Holder requesting registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Registrable Securities or as shall otherwise reasonably be requested by the Company.
Covenants of Holders. It shall be a condition to the Surviving Company’s obligation under this Section 11 to include any Holder as a selling stockholder in any Registration Statement that such Holder (a) shall have provided promptly (and in any event within five Business Days of the request therefor) such information and other materials as the Surviving Company or its counsel shall reasonably request in connection with the Registration Statement and (b) shall have promptly taken all such actions as the Surviving Company shall reasonably request in connection with the Registration Statement. Each Holder hereby represents, warrants and agrees that all such information provided by such Holder or on its behalf shall be true, complete and correct in all material respects. Each Holder further agrees that if it shall become aware of any information that would cause any of the statements in the Registration Statement with respect to such Holder to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements therein not false or misleading, it shall promptly inform the Surviving Company in writing, and the Surviving Company shall use its commercially reasonable efforts to promptly amend or supplement the Registration Statement. Each Holder shall comply with the Securities Act and any other laws applicable to any disposition of any Registrable Securities pursuant to any Registration Statement. The information regarding the Surviving Company included or incorporated by reference in the Registration Statement shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The information regarding the Surviving Company included or incorporated by reference in any Prospectus relating to the Registration Statement, as then amended or supplemented, shall not, as of the date such Prospectus, as then amended or supplemented, is delivered to the Holder, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the terms of this Section 11, if the Surviving Company becomes aware of any information that would cause any of the statement...
Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the prospectus contained in the Registration Statement, any amendment or supplement thereto, to any purchaser of the Registrable Securities covered by the Registration Statement from the Holder and (c) to notify the Company within three months after any sale of Registrable Securities by such Holder or, in the case of a sale of all or substantially all of the Registrable Securities owned by a Holder, within ten days after such sale.
Covenants of Holders. Until all of the Senior Indebtedness has been paid in full in cash.
(a) The Holder shall not sell, assign, transfer or pledge this Subordinated Note unless expressly subject to the terms of this Annex B or take any security or collateral to secure this Subordinated Note;
(b) The Holder shall not release, exchange, extend the time of payment of, compromise, set off or otherwise discharge any part of this Subordinated Note or modify or amend this Subordinated Note in such manner as to have an adverse effect upon the rights of the holder of Senior Indebtedness without such holder's prior written consent;
(c) The Holder hereby undertakes and agrees for the benefit of the holder of Senior Indebtedness that, upon the occurrence and during the continuance of a Senior Default, it shall take any actions reasonably requested by the holder of Senior Indebtedness to effectuate the full benefit of the subordination contained herein; and
(d) The Holder hereby undertakes and agrees for the benefit of the holder of Senior Indebtedness that he will not vote his claim or claims with respect to this Subordinated Note in a manner inconsistent with the terms of this Annex B.
Covenants of Holders. (a) Each Holder agrees to furnish to the Company such information regarding such Holder, the securities of the Company held by such Holder and the proposed method of distribution by such Holder of the Registrable Shares owned by such Holder as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of such Holder’s resale of Registrable Shares. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading.
(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(iii) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus. If so directed by the Company, each Holder will deliver to the Company all copies of the Prospectus covering such Registrable Shares in the Holder’s possession at the time of receipt of such notice.
Covenants of Holders. 2.6.1. Each Holder agrees that, upon receipt of any notice from the Company pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus.
2.6.2. Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion).
2.6.3. Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus included in the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading relating to such Holder, and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securitie...
Covenants of Holders. Each Holder covenants and agrees as follows:
4.1 Each Holder acknowledges and understands that Biophan Shares are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. Each Holder hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Biophan Shares unless such offer or sale is made (i) pursuant to an effective registration of Biophan Shares under the Securities Act and/or applicable state securities laws, (ii) pursuant to an available exemption from the registration requirements of the Securities Act and/or applicable state securities laws, or (iii) in accordance with Regulation S promulgated under the Securities Act. Each Holder agrees that it will not engage in hedging transactions with regard to Biophan Shares other than in compliance with the Securities Act and the rules promulgated thereunder. Each certificate representing Biophan Shares shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE OFFERED OR SOLD UNLESS SUCH OFFER OR SALE IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION OF THESE SHARES UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAWS, (ii) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND/OR STATE SECURITIES LAWS, OR (iii) IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER.
4.2 If at any time or from time to time after the sale of any Biophan Shares has been registered under the Securities Act, Biophan notifies the Holders in writing that the registration statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) pursuant to which the sale of such Biophan Shares was registered contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Holders shall not offer or sell any Biophan Shares or engage in any other transaction involving or relating to Biophan Shares, from the time of the giving of notice with respect to such untrue sta...
