Common use of Due Diligence Review; Information Clause in Contracts

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the Company shall make available, during normal business hours, for inspection and review by such Investor, advisors to and representatives of such Investor (who may or may not be affiliated with such Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings 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 such 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), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling such 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. The Company shall not disclose material nonpublic information to any Investor pursuant to this Section 4, or to advisors to or representatives of such Investor, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Turtle Beach Corp)

AutoNDA by SimpleDocs

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for reasonable inspection and review by such InvestorHampshire, advisors to and representatives of such Investor Hampshire (who may or may not be affiliated with such Investor Hampshire), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of Hampshire 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 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 such Investor Hampshire 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 such Investor Hampshire and such representatives, advisors and underwriters and their respective its 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 material nonpublic non-public information to any Investor pursuant to this Section 4Hampshire, or to advisors to or representatives of such InvestorHampshire, unless prior to disclosure of such information the Company identifies such information as being material nonpublic non-public information and provides such InvestorHampshire, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic non-public information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Citi Trends Inc)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for inspection and review by such Investorthe Holders, advisors to and representatives of such Investor the Holders (who may or may not be affiliated Affiliated with such Investor the Holders), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of the Holders 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 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 such Investor the 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 such Investor the 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 material nonpublic information to any Investor pursuant to this Section 4the Holders, or to advisors to or representatives of such Investorthe Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Glycogenesys Inc)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for inspection and review by such Investorthe Investors, advisors to and representatives of such Investor the Investors (who may or may not be affiliated with such Investor the 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 SECSEC that are filed with the SEC prior to the filing of the Registration Statement, 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 such Investor the 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 such Investor the 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 any Investor pursuant to this Section 4the Investors, or to advisors to or representatives of such Investorthe Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Purchase Agreement (LOCAL.COM)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by such Investorthe Purchasers, advisors to and representatives of such Investor the Purchasers (who may or may not be affiliated with such Investor the 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 such Investor the 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 any Registration Statement for the sole purpose of enabling such Investor the 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 any Investor pursuant to this Section 4the Purchasers, or to advisors to or representatives of such Investorthe Purchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Purchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor Purchaser wishing to obtain such information enters into an appropriate a customary confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Overland Storage Inc)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, upon reasonable advance notice, for inspection and review by such Investorthe Investors, advisors to and representatives of such Investor the Investors (who may or may not be affiliated with such Investor the Investors and who are reasonably acceptable to the Company)) or underwriters participating in an Underwritten Shelf Takedown, 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 such Investor the 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 such Investor the 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 any Confidential Information (as defined in the Purchase Agreement) or material nonpublic information to any Investor pursuant to this Section 4the Investors, or to advisors to or representatives of such Investorthe Investors, or to underwriters participating in an Underwritten Shelf Takedown unless prior to disclosure of such information the Company identifies such information as being Confidential Information or material nonpublic information or both and provides such Investorthe Investors, such advisors and representatives and such underwriters with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor Investor, advisor, representative or underwriter wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Thestreet, Inc.)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration StatementUpon written request, the Company shall make available, during normal business hours, for inspection and review by such Investorthe Investors, advisors to and representatives of such Investor the Investors (who may or may not be affiliated with such Investor the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and assets 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 such Investor the 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 such Investor the 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. As a condition to such inspection and review, the Company may require the Investors to enter into confidentiality agreements. The Company shall not disclose material nonpublic information to any Investor pursuant to this Section 4the Investors, or to advisors to or representatives of such Investorthe Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Investors, and such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

Due Diligence Review; Information. In Upon reasonable notice and without undue interference of the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration StatementCompany's business or operations, the Company shall make available, during normal business hours, for inspection and review by such Investorthe Investors, advisors to and representatives of such Investor the Investors (who may or may not be affiliated with such Investor the 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 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 such Investor the 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 such Investor the 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 any Investor pursuant to this Section 4the Investors, or to advisors to or representatives of such Investorthe Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Vuance)

AutoNDA by SimpleDocs

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for inspection and review by such Investorthe Investors, advisors to and representatives of such Investor the Investors (who may or may not be affiliated with such Investor the Investors), and who are reasonably acceptable any underwriter participating in any disposition 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 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 such Investor the 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 such Investor the 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 Notwithstanding the foregoing, the Company shall not disclose material nonpublic information to any Investor pursuant to this Section 4the Investors, or to advisors to or representatives of such Investorthe Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Incara Inc)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for reasonable inspection and review by such InvestorHampshire, advisors to and representatives of such Investor Hampshire (who may or may not be affiliated with such Investor Hampshire), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of Hampshire 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 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 such Investor Hampshire 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 such Investor Hampshire and such representatives, advisors and underwriters and their respective its 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 material nonpublic non-public information to any Investor pursuant to this Section 4Hampshire, or to advisors to or representatives of such InvestorHampshire, unless prior to disclosure of such information the Company identifies such information as being material nonpublic non-public information and provides such InvestorHampshire, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic non-public information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Citi Trends Inc)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for inspection and review by such Investorthe Holders, advisors to and representatives of such Investor the Holders (who may or may not be affiliated with such Investor the Holders), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of the Holders pursuant to the Company)a Registration Statement or amendments or supplements thereto or any blue sky or other filing, all financial and other records, all SEC Filings 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 such Investor the 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 such Investor the 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 be required to disclose any information to any party that the Company deems in good faith to be a competitor or potential competitor of the Company, and the Company shall not disclose material nonpublic information to any Investor pursuant to this Section 4the Holders, or to advisors to or representatives of such Investorthe Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Incara Pharmaceuticals Corp)

Due Diligence Review; Information. In the event that any Investor is deemed to be an “underwriter” of Registration Securities included in a Registration Statement, the The Company shall make available, during normal business hours, for reasonable inspection and review by such Investorthe Holders, advisors to and representatives of such Investor the Holders (who may or may not be affiliated with such Investor the Holders), and who are reasonably acceptable any underwriter participating in any disposition of Common Stock on behalf of the Holders 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 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 such Investor the 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 such Investor the 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 material nonpublic information to any Investor pursuant to this Section 4the Holders, or to advisors to or representatives of such Investorthe Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Investorthe Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any such Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect theretoreview.

Appears in 1 contract

Samples: Registration Rights Agreement (Bioenvision Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!