Common use of Covenants of Holders Clause in Contracts

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 statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectus.

Covenants of Holders. It shall be a condition to the Surviving Company’s obligation under this Section 11 to include any Each Holder as a selling stockholder in any Registration Statement that such Holder will (a) shall have provided promptly (furnish to the -------------------- Company such information regarding such Holder and in any event within five Business Days such Holder's intended method of distribution of the request therefor) such information and other materials Registrable Securities as the Surviving Company or its counsel shall may from time to time reasonably request in connection writing in order to comply with the Registration Statement Securities Act and the provisions of this Agreement, (b) shall have promptly taken all such actions as to the Surviving Company shall reasonably request in connection with extent required by the Registration Statement. Each Holder hereby representsSecurities Act, warrants and agrees that all such information provided by such Holder deliver 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 delivery of the statements Prospectus contained in the Registration Statement with respect to any purchaser of such Holder's Registrable Securities covered by the Registration Statement, (c) promptly notify the Company of any sale of Registrable Securities by such Holder and (d) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holder to be false the Company or misleading with respect to of the occurrence of any event, in either case as a result of which any Prospectus contains or would contain an untrue statement of a material fact, fact regarding the Holder or to the Holder's intended method of distribution of the Registrable Securities or omits or would omit to state any material fact regarding the Holder or the Holder's intended method of distribution of the Registrable Securities required to be stated therein or necessary to make such the statements therein not false or misleading, it shall promptly inform misleading in light of the Surviving Company in writingcircumstances then existing, and promptly furnish to the Surviving Company shall use its commercially reasonable efforts any additional information required to promptly amend correct and update any previously furnished information or supplement required so that the Registration Statement. Each Prospectus will not contain, with respect to the Holder shall comply with or the Securities Act and any other laws applicable to any disposition Holder's intended method of any distribution of the 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 Securities, an untrue statement of a material fact or omit to state any a 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, misleading 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 statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectusexisting.

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 (Each Holder will furnish to the Company such information regarding such Holder and in any event within five Business Days such Holder's intended method of distribution of the request therefor) such information and other materials Registrable Securities as the Surviving Company or its counsel shall may from time to time reasonably request in connection writing in order to comply with the Registration Statement Securities Act and the provisions of this Agreement. (b) shall have promptly taken all Each Holder will, to the extent required by the Securities Act, deliver or cause delivery of the Prospectus contained in a Registration Statement to any purchaser of such actions as the Surviving Company shall reasonably request in connection with the Holder's Registrable Securities covered by such Registration Statement. . (c) Each Holder hereby representswill notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holder to the Company or of the occurrence of any event, warrants and agrees that all such information provided by such in either case as a result of which any Prospectus contains or would contain an untrue statement of a material fact regarding the 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 the Holder's intended method of any information that would cause any distribution of the statements in the Registration Statement with respect to such Holder to be false Registrable Securities or misleading with respect to any material fact, omits or to would omit to state any material fact regarding the Holder or the Holder's intended method of distribution of the Registrable Securities required to be stated therein or necessary to make such the statements therein not false or misleading, it shall promptly inform misleading in light of the Surviving Company in writingcircumstances then existing, and promptly furnish to the Surviving Company shall use its commercially reasonable efforts any additional information required to promptly amend correct and update any previously furnished information or supplement required so that the Registration Statement. Each Prospectus will not contain, with respect to the Holder shall comply with or the Securities Act and any other laws applicable to any disposition Holder's intended method of any distribution of the 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 Securities, an untrue statement of a material fact or omit to state any a 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, misleading in light of the circumstances under which they then existing. (d) Each Holder whose Registrable Securities are madecovered by a Registration Statement filed pursuant to Section 2 or 3 hereof will, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering" and, together with an Underwritten Offering, an "Offering") or if requested by the managing underwriter(s) in an Underwritten Offering, not misleading. Subject effect any public sale or distribution of any of any securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Offering), during the 15-day period prior to, and during the 180-day period (or such longer period as may be required by the managing underwriter(s)) beginning on, the date of pricing of each Offering, to the terms of this Section 11, if extent timely notified in writing by the Surviving Company becomes aware of any information that would cause any of or the statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectusmanaging underwriter(s).

Covenants of Holders. It shall be a condition to the Surviving Company’s obligation under this Section 11 to include any Each Holder as a selling stockholder in any Registration Statement that such Holder will (a) shall have provided promptly (furnish to the Company such information regarding such Holder and in any event within five Business Days such Holder's intended method of distribution of the request therefor) such information and other materials Registrable Securities as the Surviving Company or its counsel shall may from time to time reasonably request in connection writing in order to comply with the Registration Statement Securities Act and the provisions of this Agreement, (b) shall have promptly taken all such actions as to the Surviving Company shall reasonably request in connection with extent required by the Registration Statement. Each Holder hereby representsSecurities Act, warrants and agrees that all such information provided by such Holder deliver 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 delivery of the statements Prospectus contained in the Registration Statement with respect to any purchaser of such Holder's Registrable Securities covered by the Registration Statement, (c) promptly notify the Company of any sale of Registrable Securities by such Holder and (d) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holder to be false the Company or misleading with respect to of the occurrence of any event, in either case as a result of which any Prospectus contains or would contain an untrue statement of a material fact, fact regarding the Holder or to the Holder's intended method of distribution of the Registrable Securities or omits or would omit to state any material fact regarding the Holder or the Holder's intended method of distribution of the Registrable Securities required to be stated therein or necessary to make such the statements therein not false or misleading, it shall promptly inform misleading in light of the Surviving Company in writingcircumstances then existing, and promptly furnish to the Surviving Company shall use its commercially reasonable efforts any additional information required to promptly amend correct and update any previously furnished information or supplement required so that the Registration Statement. Each Prospectus will not contain, with respect to the Holder shall comply with or the Securities Act and any other laws applicable to any disposition Holder's intended method of any distribution of the 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 Securities, an untrue statement of a material fact or omit to state any a 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, misleading 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 statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectusexisting.

Covenants of Holders. It Each Holder of Registrable Securities that plans to -------------------- participate in a distribution pursuant to a Registration Statement shall be a condition furnish to the Surviving Company’s obligation under this Section 11 Company such information regarding such Person and its affiliates and the distribution of such Registrable Securities as the Company may from time to include any Holder as a selling stockholder time reasonably require for inclusion in such Registration Statement. Such information at the time 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 amendment thereto becomes effective, and at the time it becomes effective under the Securities Act any Prospectus or supplement thereto forming a part of any Registration Statement is delivered in any offering of Registrable Securities, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary (in the case of the Prospectus, in light of the circumstances which they were made) to make the statements therein not misleading. The Holders shall advise the Company and, if requested by the Company, confirm such advice in writing in the event that the Holders become aware of the happening of any event that requires the making of any changes in a Registration Statement or Prospectus so that as of such dates the statements therein provided by the Holders specifically for inclusion therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The information regarding (in the Surviving Company included or incorporated by reference in any Prospectus relating to the Registration Statement, as then amended or supplemented, shall not, as case 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 were 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 statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectus.