Common use of Due Diligence Review; Information Clause in Contracts

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, unless prior to disclosure of such information the Company: (a) identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Auxilio Inc), Registration Rights Agreement (Auxilio Inc)

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Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersHolder, advisors to and representatives of the Rights Holders Holder (who may or may not be affiliated with the Rights Holders Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Rights HoldersHolder, or to advisors to or representatives of the Rights HoldersHolder, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersHolder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysHolder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Zix Corp), Registration Rights Agreement (Zix Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors), and who are reasonably acceptable any underwriter participating in any disposition of shares of Common Stock on behalf of the Investors pursuant to the Company)a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Except for disclosures to any Investor whose representative or Affiliate occupies a seat or has observation rights with respect to the board of directors of the Company or any of its subsidiaries, the Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Vitalstream Holdings Inc), Registration Rights Agreement (Vitalstream Holdings Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, unless prior to disclosure of such information the Company: (a) identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Summer Energy Holdings Inc), Securities Purchase Agreement (Summer Energy Holdings Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the CompanyRequired Purchasers have approved through prior written consent), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Notwithstanding the foregoing, the Company shall not disclose or provide any access to material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate a customary confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Overland Storage Inc), Subordination Agreement (Overland Storage Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investors pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Investors' advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing Investors. Nothing herein shall require the Company to cease all purchases and sales under disclose material nonpublic information to the Registration Statement until such information has become public information for not less than four (4) business daysInvestors or their advisors or representatives.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ursus Telecom Corp), Purchase Agreement (Alpnet Inc)

Due Diligence Review; Information. The (a) In connection with any underwritten public offering consented to by the Company as provided herein, upon reasonable prior notice and execution of a customary confidentiality agreement by the Investors, the Company shall make available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to any managing underwriters and representatives of the Rights Holders (who may any attorneys or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company)accountants retained by such Investors or managing underwriters, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, records and all other corporate pertinent documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such an underwritten public offering pursuant to a Registration Statement (including, without limitation, including in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the such Registration Statement in connection with such underwritten public offering for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing a due diligence investigation with respect to the Company and the accuracy of such Registration Statement. . (b) The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises provided, that the Rights Holder in writing to cease all purchases and sales under foregoing shall not restrict the Registration Statement until such information has become Company from disclosing material non-public information for not less than four (4) business daysto any Investor Director or Investor board observer, or to their advisors or representatives.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Igate Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers who may be deemed an underwriter, advisors to and representatives of the Rights Holders such Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Purchasers pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders such Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders such Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Purchasers’ advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing Purchasers. Nothing herein shall require the Company to cease all purchases and sales under disclose material nonpublic information to the Registration Statement until such information has become public information for not less than four (4) business daysPurchasers or their advisors or representatives.

Appears in 2 contracts

Samples: Registration Rights Agreement (Harken Energy Corp), Registration Rights Agreement (Harken Energy Corp)

Due Diligence Review; Information. The Company shall make available, through EXXXX if applicable, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), all financial and other records, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “10-K”) and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings (as defined in the Purchase AgreementFilings”) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (PRECISION OPTICS Corp INC)

Due Diligence Review; Information. The Company shall make --------------------------------- available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investors pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Investors' advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing Investors. Nothing herein shall require the Company to cease all purchases and sales under disclose material nonpublic information to the Registration Statement until such information has become public information for not less than four (4) business daysInvestors or their advisors or representatives.

Appears in 1 contract

Samples: Registration Rights Agreement (Sheffield Pharmaceuticals Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable request, for inspection and review by the Rights HoldersInvestor, advisors to and representatives of the Rights Holders Investor (who may or may not be affiliated with the Rights Holders Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other documents respecting the Company, its assets, its properties or its business (including without limitation minute books, corporate documents records, financial statements, contracts, permits, licenses, approvals, technical or engineering reports, and properties of any title opinions or valuations which the Company has obtained) as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them)) to the extent not publicly available on EDGAR or the Company's wxxxxxe, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the Investor, or any advisors or representatives or underwriters, any material nonpublic information. The Company shall not disclose material nonpublic information to the Rights HoldersInvestor, or to advisors to or representatives of the Rights HoldersInvestor, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder the Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Gse Systems Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersHolder, advisors to and representatives of the Rights Holders Holder (who may or may not be affiliated with the Rights Holders Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Rights HoldersHolder, or to advisors to or representatives of the Rights HoldersHolder, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersHolder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder’s advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysHolder.

Appears in 1 contract

Samples: Registration Rights Agreement (Zix Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysreview.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Photogen Technologies Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersHolder, advisors to and representatives of the Rights Holders Holder (who may or may not be affiliated with the Rights Holders Holder), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Company)a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; provided, however, that to the extent review of such information set forth in this paragraph would require disclosure to Lilly of competitive information that Antares considers confidential, then Lilly is entitled to designate a third party to review such information and Lilly would not in such circumstance have access to such information. The Notwithstanding the foregoing, or anything else in this Registration Rights Agreement, the Company shall not disclose material nonpublic information to the Rights HoldersHolder, or to advisors to or representatives of the Rights HoldersHolder, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersHolder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Antares Pharma Inc)

Due Diligence Review; Information. (a) The Company shall make available, during normal business hourshours and on reasonable notice, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Registrable Securities on behalf of the Holders pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Stock Purchase AgreementAgreements) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. . (b) The Company shall not disclose material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing review. If the Holders decide to obtain accept such material nonpublic information, they shall not receive such information enters until they shall have entered into an appropriate a confidentiality agreement with the Company with respect thereto; Company, in form and (b) advises substance satisfactory to the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysCompany.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Lifestyles Group Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Opexa Therapeutics, Inc.)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a Registration Statement(s) or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Securities Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement Statement(s) (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement Statement(s) for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration StatementStatement(s). The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Rvision, Inc)

Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agency Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. . (b) The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Workstream Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (World Heart Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchaser who may be deemed an underwriter, advisors to and representatives of the Rights Holders Purchaser (who may or may not be affiliated with the Rights Holders Purchaser and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Purchaser pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchaser or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchaser and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersPurchaser, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchaser, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Purchaser’s advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder in writing Purchaser. Nothing herein shall require the Company to cease all purchases and sales under disclose material nonpublic information to the Registration Statement until such information has become public information for not less than four (4) business daysPurchaser or its advisors or representatives.

Appears in 1 contract

Samples: Registration Rights Agreement (United Energy Corp /Nv/)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Commission Filings (as defined in the Purchase Agreement) and other filings with the SECCommission, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Lion Biotechnologies, Inc.)

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Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersHolder, advisors to and representatives of the Rights Holders Holder (who may or may not be affiliated with the Rights Holders Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Rights HoldersHolder, or to advisors to or representatives of the Rights HoldersHolder, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersHolder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Insmed Inc)

Due Diligence Review; Information. (a) The Company shall make available, during normal business hourshours upon at least five (5) Business Days’ prior notice, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), and any underwriter(s), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SECCommission, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the each Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The ; provided, however that all information obtained in connection with any such inspection shall be subject to a confidentiality agreement in a form mutually agreed upon by the Corporation and any Holder conducting such inspection. (b) Notwithstanding anything contained herein to the contrary, the Company shall not disclose material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Synthetic Biologics, Inc.)

Due Diligence Review; Information. The Company shall make available, --------------------------------- during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Investors pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Amerigon Inc)

Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Shares on behalf of the Purchasers pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. . (b) The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Workstream Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersHolder, advisors to and representatives of the Rights Holders Holder (who may or may not be affiliated with the Rights Holders Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such reviewother reasonable purposes, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Rights HoldersHolder, or to advisors to or representatives of the Rights HoldersHolder, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersHolder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and any Rights Holder wishing representatives to obtain such information enters enter into an appropriate a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the Rights Holder. Nothing herein shall require the Company to disclose material nonpublic information to the Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysor its advisors or representatives.

Appears in 1 contract

Samples: Registration Rights Agreement (Viragen Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors, and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Investors pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Except for disclosures to any Investor whose representative or Affiliate occupies a seat or has observation rights with respect to the board of directors of the Company or any of its subsidiaries, the Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Vitalstream Holdings Inc)

Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the Rights HoldersPurchasers, advisors to and representatives of the Rights Holders Purchasers (who may or may not be affiliated with the Rights Holders Purchasers and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Purchasers pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. . (b) The Company shall not disclose material nonpublic information to the Rights HoldersPurchasers, or to advisors to or representatives of the Rights HoldersPurchasers, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Workstream Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable request, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, all SEDAR Filings (as defined in the Purchase Agreement) and other filings with the securities regulatory authorities in the provinces and territories of Canada, and all other documents respecting the Company, its assets, its properties or its business (including without limitation minute books, corporate documents records, financial statements, contracts, permits, licenses, approvals, technical or engineering reports, and properties of any title opinions or valuations which the Company has obtained) as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them)) to the extent not publicly available on XXXXX, XXXXX or the Company’s website, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the Investors, or any advisors or representatives or underwriters, any material nonpublic information. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Storm Cat Energy CORP)

Due Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable request, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other documents respecting the Company, its assets, its properties or its business (including without limitation minute books, corporate documents records, financial statements, contracts, permits, licenses, approvals, technical or engineering reports, and properties of any title opinions or valuations which the Company has obtained) as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them)) to the extent not publicly available on XXXXX or the Company’s website, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the Investor, or any advisors or representatives or underwriters, any material nonpublic information. The Company shall not disclose material nonpublic information to the Rights HoldersInvestor, or to advisors to or representatives of the Rights HoldersInvestor, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder the Investors wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Baywood International Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hourshours and on reasonable notice, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Registrable Securities on behalf of the Investors pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s 's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing review. If the Investors decide to obtain accept such material nonpublic information, they shall not receive such information enters until they shall have entered into an appropriate a confidentiality agreement with the Company with respect thereto; Company, in form and (b) advises substance satisfactory to the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business daysCompany.

Appears in 1 contract

Samples: Registration Rights Agreement (Kroll Inc)

Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Exchange Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Notwithstanding the foregoing, the Company shall not disclose or provide any access to material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, in connection with the registration of the Registrable Securities unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Sphere 3D Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the Rights Holders, advisors to and representatives of the Rights Holders (who may or may not be affiliated with the Rights Holders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Notwithstanding the foregoing, the Company shall not (and shall not be required to) disclose or provide any access to material nonpublic information to the Rights Holders, or to advisors to or representatives of the Rights Holders, in connection with the registration of the Registrable Securities unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (Sphere 3D Corp)

Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Rights HoldersInvestors, advisors to and representatives of the Rights Holders Investors (who may or may not be affiliated with the Rights Holders Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of shares of Common Stock on behalf of the Investors pursuant to a Registration Statement or amendments or supplements thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other relevant corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such relevant information reasonably requested by the Rights Holders Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all relevant questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Rights Holders Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; provided, however, that such persons enter into an appropriate confidentiality agreement with the Company with respect thereto. The Company shall not disclose material nonpublic information to the Rights HoldersInvestors, or to advisors to or representatives of the Rights HoldersInvestors, unless prior to disclosure of such information the Company: (a) Company identifies such information as being material nonpublic information and provides the Rights HoldersInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Rights Holder Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; and (b) advises the Rights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.

Appears in 1 contract

Samples: Registration Rights Agreement (First Virtual Communications Inc)

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