Common use of Covenants of Holders Clause in Contracts

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.

Appears in 3 contracts

Samples: Management Agreement (Horizon Personal Communications Inc), Management Agreement (Horizon PCS Inc), Management Agreement (Horizon PCS Inc)

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Covenants of Holders. (a) If Each Holder will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information (including a Registration Statement Questionnaire) reasonably requested by the Company from time to time (which shall include all information regarding such Holder and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering, including any confirmation of, or additional or supplemental, information or documents the Company may request for purposes of filing amendments to such registration statement or amendments or supplements to the prospectus contained therein. Nothing in this Agreement shall obligate any Holder to consent to be named as an underwriter in any Registration Statement unless required by the Commission (in which case the applicable Holder may withdraw its Registrable Securities from the Registration Statement). Notwithstanding anything to the contrary herein, (i) any delay or delays caused by a Holder by failure to cooperate as required hereunder shall not constitute a breach of the terms hereof as to such Holder, and (ii) the Company shall have no obligation to register, or to maintain the registration, of any Registrable Securities are included in a of any Holder on any registration statement if such Holder has not timely provided any such information or documents to the Company in connection with such registration statement. (b) Each Holder shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the terms of this Agreement, each Holder will not any registration statement. (until further noticec) effect sales thereof after Upon receipt of written a notice from the Company of the occurrence of the happening of any event as a result or passage of which time that (i) makes the prospectus financial statements included in a registration statement ineligible for inclusion therein, (ii) makes any statement made in a registration statement or any prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (iii) requires any revisions to a registration statement, any prospectus contained therein or any other documents so that, in the case of such registration statement contains an or such prospectus, as the case may be, it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, in order to permit not misleading (each such notice, a "Blackout Notice"); each Holder who has Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities under such registration statement until such Holder's receipt of the Company to correct copies of the supplemented prospectus or update the amended registration statement or prospectus, provided until it is advised in writing (the "Advice") by the Company that the obligations use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or registration statement. The Company with respect may provide appropriate stop orders to maintaining any registration statement current and effective shall be extended by a period of days equal to enforce 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 this 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 unsold6(c). (d) It shall be a condition precedent to the obligations of the Company Each Holder agrees not to take any action pursuant to this Agreement with respect to any distribution deemed to be made pursuant to any registration statement which would constitute a violation of Regulation M under the Registrable Securities that Exchange Act or any Holder requesting registration shall furnish to the Company such information regarding itselfother applicable rule, 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 regulation or as shall otherwise reasonably be requested by the Companylaw.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dgse Companies Inc), Registration Rights Agreement (Superior Galleries Inc)

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 (a) If any 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 Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the terms 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 this Agreementup to 90 days, each Holder will not (until further notice) effect sales thereof after receipt plus any customary extension period of written notice from the applicable underwriter); 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 the happening of any event as relating to the Holder which requires the preparation of a result of which the supplement or amendment to such prospectus included in the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such registration statement contains prospectus will not contain an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, in order not misleading relating to permit such Holder, and each Holder shall promptly make available to the Company the information to enable the Company to correct prepare any such supplement or update amendment. Each Holder also agrees that, upon delivery of any notice by it to the registration statement or prospectus, provided that the obligations Company of the Company with respect to maintaining happening of any registration statement current and effective shall be extended by a period event of days equal to the period said suspension is kind described in effect. (b) If any the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities are being registered pursuant to such Registration Statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly (and in any registration pursuant event within 60 days of any such Company notice) make available to this Agreementeach Holder and, if so requested by the Company, 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 shall deliver to the Company an appropriate agreement to all copies, other than permanent file copies then in such effectHolder’s possession, of the prospectus covering such Registrable Securities at the time of delivery of such notice. (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 2.6.4. 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 promptly furnish to the Company such information regarding itself, the Registrable Securities held by it, such Holder and the intended method of disposition of distribution proposed by such securities Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to effect in this Section 2. Such Holder will assist the registration Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. 2.6.5. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company’s transfer agent. 2.6.6. Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall otherwise reasonably be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.5 hereof). 2.6.7. Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statement that constitutes a violation of Regulation M under the Exchange Act or to take any action that violates any other applicable rule, regulation or securities law, including, without limitation, laws relating to short-selling. If requested by the CompanySEC in connection with the review of a Registration Statement or otherwise, each Holder agrees to certify its acknowledgement of the matters described in the preceding sentence and compliance therewith.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cogentix Medical Inc /De/), Registration Rights Agreement (Pell Lewis C)

Covenants of Holders. (a) If In connection with the filing of any registration statement covering Registrable Securities are included in a registration statement pursuant to the terms of this Agreement, each Selling Holder will not shall furnish in writing to Parent through the Securityholder Representative at least ten (until further notice10) effect sales thereof after receipt Business Days prior to the filing of written a registration statement to be filed hereunder such information regarding such Holder (and any of its Affiliates), the Registrable Securities to be sold, the intended method of distribution of such Registrable Securities and such other information requested by Parent as is necessary or it reasonably deems advisable for inclusion in the registration statement relating to such offering pursuant to the Securities Act and as is typically included in a selling stockholder notice from and questionnaire, all of which information Parent shall have requested before the Company fifteenth Business Day prior to the filing of such registration statement. Each such Selling Holder agrees to notify Parent as promptly as practicable of any inaccuracy or change in information previously furnished by such Selling Holder to Parent or of the occurrence of the happening of any event in either case as a result of which the any prospectus included in relating to such registration statement contains or would contain an untrue statement of a material fact regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact required to be stated therein regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities necessary in order to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to Parent any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Selling Holder or such Selling Holder’s intended method of disposition of Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary in order to permit make the Company to correct or update the registration statement or prospectus, provided that the obligations statements therein not misleading in light of the Company with respect circumstances then existing. Each Selling Holder agrees to maintaining deliver or cause delivery of the prospectus contained in any registration statement current and effective shall be extended to any purchaser of the Registrable Securities covered by a period of days equal such registration statement from such Holder to the period said suspension is in effectextent required by law. (b) If any Each Holder agrees by acquisition of the Registrable Securities are being registered in that (i) upon receipt of any registration notice from Parent pursuant to this Agreement, each Holder will comply with all anti-stabilization, manipulation and similar provisions Section 2.7 that the use 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 prospectus included in a registration statement current and effective as is suspended, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of a notice from Parent pursuant to Section 2.7 that such suspension has been terminated; (ii) upon receipt of any notice from Parent of the happening of any event of the kind described hereinin Section 3.1(d), each such Holder shall will forthwith discontinue sales its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(d); (iii) upon receipt of any notice from Parent of the happening of any event of the kind described in clause (i) of Section 3.1(i), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement, unless statement until such Holder’s receipt of the Holder has received written notice described in clause (iii) of Section 3.1(i); and (iv) upon receipt of any notice from Parent of the Company happening of any event of the kind described in clause (ii) of Section 3.1(i), such Holder will discontinue its intention disposition of Registrable Securities pursuant to continue the effectiveness of such registration statement with respect to any securities which remain unsold. (din the applicable state jurisdiction(s) It shall be a condition precedent to the obligations until such Holder’s receipt of the Company to take any action notice described in clause (iii) of Section 3.1(i). Each Holder shall treat all notices received from Parent pursuant to this Agreement with respect to Section 2.3, Section 2.7, Section 3.1(d) or Section 3.1(i), including the Registrable Securities fact that any Holder requesting registration shall furnish to such notice has been received, in 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 Companystrictest confidence.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (HeartWare International, Inc.)

Covenants of Holders. (a) If Each Holder will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information (including a Registration Statement Questionnaire) reasonably requested by the Company from time to time (which shall include all information regarding such Holder and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering, including any confirmation of, or additional or supplemental, information or documents the Company may request for purposes of filing amendments to such registration statement or amendments or supplements to the prospectus contained therein. Nothing in this Agreement shall obligate any Holder to consent to be named as an underwriter in any Registration Statement unless required by the Commission (in which case the applicable Holder may withdraw its Registrable Securities from the Registration Statement). Notwithstanding anything to the contrary herein, (i) any delay or delays caused by a Holder by failure to cooperate as required hereunder shall not constitute a breach of the terms hereof as to such Holder, and (ii) the Company shall have no obligation to register, or to maintain the registration, of any Registrable Securities are included in a of any Holder on any registration statement if such Holder has not timely provided any such information or documents to the Company in connection with such registration statement. (b) Each Holder shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the terms of this Agreement, each Holder will not any registration statement. (until further noticec) effect sales thereof after Upon receipt of written a notice from the Company of the occurrence of the happening of any event as a result or passage of which time that (i) makes the prospectus financial statements included in a registration statement ineligible for inclusion therein, (ii) makes any statement made in a registration statement or any prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (iii) requires any revisions to a registration statement, any prospectus contained therein or any other documents so that, in the case of such registration statement contains an or such prospectus, as the case may be, it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, in order to permit the Company to correct or update the registration statement or prospectusnot misleading (each such notice, 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 "Blackout Notice"); each Holder who has 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 under such registration statement with respect shall forthwith discontinue disposition of such Registrable Securities under such registration statement until such Holder's receipt of the copies of the supplemented prospectus or amendxx xxxistration statement or until it is advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to any securities which remain unsoldbe incorporated by reference in such prospectus or registration statement. The Company may provide appropriate stop orders to enforce the provisions of this Section 6(c). (d) It shall be a condition precedent to the obligations of the Company Each Holder agrees not to take any action pursuant to this Agreement with respect to any distribution deemed to be made pursuant to any registration statement which would constitute a violation of Regulation M under the Registrable Securities that Exchange Act or any Holder requesting registration shall furnish to the Company such information regarding itselfother applicable rule, 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 regulation or as shall otherwise reasonably be requested by the Companylaw.

Appears in 1 contract

Samples: Merger Agreement (Dgse Companies Inc)

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Covenants of Holders. (a) If In connection with the filing of any registration statement covering Registrable Securities, each Selling Holder shall furnish in writing to the Company at least 20 business days prior to the Closing date of the Merger such information regarding such Holder (and any of its Affiliates), the Registrable Securities are to be sold, the intended method of distribution of such Registrable Securities and such other information requested by the Company as is necessary or it reasonably deems advisable for inclusion in the registration statement relating to such offering pursuant to the Securities Act and as is typically included in a registration statement pursuant selling stockholder notice and questionnaire, all of which information the Company shall have requested a reasonable period of time before the 20th business day prior to the terms Closing date of this Agreement, each the Merger. Each such Selling Holder will not (until further notice) effect sales thereof after receipt of written notice from agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Selling Holder to the Company or of the occurrence of the happening of any event in either case as a result of which the any prospectus included in relating to such registration statement contains or would contain an untrue statement of a material fact regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact required to be stated therein regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities necessary in order to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Selling Holder or such Selling Holder’s intended method of disposition of Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary in order to permit make the Company to correct or update the registration statement or prospectus, provided that the obligations statements therein not misleading in light of the Company with respect circumstances then existing. Each Selling Holder agrees to maintaining deliver or cause delivery of the prospectus contained in any registration statement current and effective shall be extended to any purchaser of the shares covered by a period of days equal such registration statement from such Holder to the period said suspension is in effectextent required by law. (b) If any Each Holder agrees by acquisition of the Registrable Securities are being registered in that (i) upon receipt of 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 the happening of any event of the kind described in Section 3.1(e) hereof, such Holder will forthwith discontinue its intention disposition of Registrable Securities pursuant to continue the effectiveness registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(e)hereof; (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (i) of Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement with respect to any securities which remain unsold. (d) It shall be a condition precedent to the obligations until such Holder’s receipt of the notice described in clause (iii) of Section 3.1(k) hereof; and (iii) upon receipt of any notice from the Company to take of the happening of any action event of the kind described in clause (ii) of Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable Securities pursuant to this Agreement with respect to such registration statement in the Registrable Securities that any Holder requesting registration shall furnish to applicable state jurisdiction(s) until such Holder’s receipt of the Company such information regarding itself, the Registrable Securities held by it, and the intended method notice described in clause (iii) 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 CompanySection 3.1(k) hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Sealed Air Corp/De)

Covenants of Holders. (a) If Each Holder will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information (including a Registration Statement Questionnaire) reasonably requested by the Company from time to time (which shall include all information regarding such Holder and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering, including any confirmation of, or additional or supplemental, information or documents the Company may request for purposes of filing amendments to such registration statement or amendments or supplements to the prospectus contained therein. Nothing in this Agreement shall obligate any Holder to consent to be named as an underwriter in any Registration Statement unless required by the Commission (in which case the applicable Holder may withdraw its Registrable Securities from the Registration Statement). Notwithstanding anything to the contrary herein, (i) any delay or delays caused by a Holder by failure to cooperate as required hereunder shall not constitute a breach of the terms hereof as to such Holder, and (ii) the Company shall have no obligation to register, or to maintain the registration, of any Registrable Securities are included in a of any Holder on any registration statement if such Holder has not timely provided any such information or documents to the Company in connection with such registration statement. (b) Each Holder shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the terms of this Agreement, each Holder will not any registration statement. (until further noticec) effect sales thereof after Upon receipt of written a notice from the Company of the occurrence of the happening of any event as a result or passage of which time that (i) makes the prospectus financial statements included in a registration statement ineligible for inclusion therein, (ii) makes any statement made in a registration statement or any prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (iii) requires any revisions to a registration statement, any prospectus contained therein or any other documents so that, in the case of such registration statement contains an or such prospectus, as the case may be, it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, in order to permit not misleading (each such notice, a "Blackout Notice"); each Holder who has Registrable Securities registered under such registration statement shall forthwith discontinue disposition of such Registrable Securities under such registration statement until such Xxxxxx's receipt of the Company to correct copies of the supplemented prospectus or update the amended registration statement or prospectus, provided until it is advised in writing (the "Advice") by the Company that the obligations use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or registration statement. The Company with respect may provide appropriate stop orders to maintaining any registration statement current and effective shall be extended by a period of days equal to enforce 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 this 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 unsold6(c). (d) It shall be a condition precedent to the obligations of the Company Each Holder agrees not to take any action pursuant to this Agreement with respect to any distribution deemed to be made pursuant to any registration statement which would constitute a violation of Regulation M under the Registrable Securities that Exchange Act or any Holder requesting registration shall furnish to the Company such information regarding itselfother applicable rule, 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 regulation or as shall otherwise reasonably be requested by the Companylaw.

Appears in 1 contract

Samples: Merger Agreement (Superior Galleries Inc)

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