Common use of Form of Notice and Questionnaire Clause in Contracts

Form of Notice and Questionnaire. The undersigned beneficial holder of shares of common stock, par value $.01 per share (“Common Stock”), of American Assets Trust, Inc. (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) one or more registration statements (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. Certain legal consequences arise from being named as selling security holders in the Resale Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Resale Shelf Registration Statement and the related prospectus.

Appears in 9 contracts

Samples: Assignment Agreement (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.), Op Sub Contribution Agreement (American Assets Trust, Inc.)

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Form of Notice and Questionnaire. The undersigned beneficial holder Tower Semiconductor Ltd., a company formed under the laws of shares of common stock, par value $.01 per share (“Common Stock”), of American Assets Trust, Inc. Israel (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) one or more a registration statements statement on Form F-3 (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities Company’s warrants to purchase an aggregate of 25,254,070 ordinary shares, par value 1.00 New Israeli Shekels (the “Ordinary Shares”), of the Company (the “Securities”) and the Ordinary Shares issuable upon exercise of the Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of July 15, 2010 (the “Registration Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I theretonamed therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowattached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any have Registrable Securities pursuant to the Resale Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration StatementStatement (or a supplement or amendment thereto), this Notice and Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company at the address set forth herein on or for receipt at least five Business Days prior to the tenth business day before the effectiveness anticipated effective date of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that of Registrable Securities who do not complete complete, execute and return this Notice and Questionnaire and deliver it to the Company as provided below by such date (i) will not be named as selling security holders securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners and (ii) may be named as selling security holders in not use the related prospectus at the time of effectiveness. Upon receipt of Prospectus forming a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling security holders securityholder in the Resale Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder securityholder in the Resale Shelf Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Tower Semiconductor LTD)

Form of Notice and Questionnaire. The undersigned (the “Selling Securityholder”) beneficial holder of shares Convertible Senior Secured Notes due 2029 (the “Convertible Senior Secured Notes”) of fuboTV Inc., a Florida corporation (the “Company”), or the Company’s common stock, $0.0001 par value $.01 per share (the “Common Stock”), of American Assets Trust, Inc. or other Registrable Securities (as defined in the “Company”Registration Rights Agreement referred to below) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed filed, or intends to file file, with the Securities and Exchange Commission (the “SEC”) one or more a registration statements statement (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)) to register the resale of Registrable Securities, of the Registrable Securities in accordance with the terms of the Registration Rights Agreement Agreement, dated as of January 2, 2024 (the “Registration Rights Agreement”), dated [ ], 2010, among between the Company and the holders listed on Schedule I theretosecurityholders named therein. A The Company will provide a copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall used in this Notice and Questionnaire without definition have the respective meanings ascribed thereto given to them in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a the beneficial owner of those Registrable Securities generally will be required to must be named as a selling security holder securityholder in the related prospectus, deliver a prospectus to the purchasers of the Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions provisions, as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus soon as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securitiespossible. Certain legal consequences arise from being named as a selling security holders securityholder in the Resale Shelf Registration Statement and the related prospectus. Accordingly, registered holders and beneficial owners of Registrable Securities are advised to should consult their own securities law legal counsel regarding the consequences of being named or not being named as a selling security holder securityholder in the Resale Shelf Registration Statement and the related prospectus.. NOTICE By signing and returning this Notice and Questionnaire, the Selling Securityholder: ● notifies the Company of its intention to potentially sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item ‎3 (except as otherwise specified under such Item ‎3) pursuant to the Registration Statement; and ● agrees to be bound by the terms and conditions of this Notice and Questionnaire and the terms of the Registration Rights Agreement applicable to Notice Holders (including Section 8 thereof). The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

Appears in 1 contract

Samples: Registration Rights Agreement (fuboTV Inc. /FL)

Form of Notice and Questionnaire. The undersigned beneficial holder of shares of common stockNOTICE First Mid Bancshares, par value $.01 per share (“Common Stock”)Inc., of American Assets Trust, Inc. a Delaware corporation (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed or intends to may file with the United States Securities and Exchange Commission a registration statement on Form S-3 (the “SEC”) one such registration statement or more any subsequent registration statements (collectivelystatement, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of shares of common stock, par value $4.00 per share, of the Registrable Securities Company, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of February 22, 2021, by and among the Company and the Holders named therein (the “Registration Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto to them in the Registration Rights Agreement. Each The undersigned beneficial owner (the “Selling Holder”) of Registrable Securities is entitled hereby gives notice to the benefits Company of the Registration Rights Agreement. In order its intention to sell or otherwise dispose of any Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Resale Shelf Registration Statement. The undersigned, a beneficial owner of Registrable Securities generally by signing and returning this Notice and Questionnaire, understands that it will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions the terms and conditions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it the Registration Rights Agreement. Pursuant to the Company as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who Controls the Company will file such amendments to within the initial Resale Shelf meaning of the Securities Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Company’s Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary in reliance upon and in conformity with information furnished by the undersigned to permit the Company, including the information provided in this Notice and Questionnaire. If the Selling Holder transfers all or any portion of the Registrable Securities listed in Item 3 below to a Permitted Transferee after the date on which such holder information is provided to deliver such prospectus the Company, the Selling Holder agrees to purchasers notify the transferee(s) at the time of Registrable Securities. Certain legal consequences arise from being named as selling security holders in the Resale Shelf Registration Statement transfer of its rights and obligations under this Notice and Questionnaire and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Resale Shelf Registration Statement and the related prospectusRights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (First Mid Bancshares, Inc.)

Form of Notice and Questionnaire. The undersigned beneficial holder of shares of common stock, par value $.01 per share (“Common Stock”), of American Assets Trust, Inc. (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) one or more registration statements (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), dated [ ]January 19, 20102011, among the Company and the holders listed on Schedule I thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. Certain legal consequences arise from being named as selling security holders in the Resale Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Resale Shelf Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (American Assets Trust, Inc.)

Form of Notice and Questionnaire. The undersigned beneficial holder of shares of common stockNOTICE First Mid Bancshares, par value $.01 per share (“Common Stock”)Inc., of American Assets Trust, Inc. a Delaware corporation (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company has filed or intends to may file with the United States Securities and Exchange Commission a registration statement on Form S-3 (the “SEC”) one such registration statement or more any subsequent registration statements (collectivelystatement, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of shares of common stock, par value $4.00 per share, of the Registrable Securities Company, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of [●], 202[●], by and among the Company and the Holders named therein (the “Registration Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto to them in the Registration Rights Agreement. Each The undersigned beneficial owner (the “Selling Holder”) of Registrable Securities is entitled hereby gives notice to the benefits Company of the Registration Rights Agreement. In order its intention to sell or otherwise dispose of any Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Resale Shelf Registration Statement. The undersigned, a beneficial owner of Registrable Securities generally by signing and returning this Notice and Questionnaire, understands that it will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions the terms and conditions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it the Registration Rights Agreement. Pursuant to the Company as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who Controls the Company will file such amendments to within the initial Resale Shelf meaning of the Securities Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Company’s Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary in reliance upon and in conformity with information furnished by the undersigned to permit the Company, including the information provided in this Notice and Questionnaire. If the Selling Holder transfers all or any portion of the Registrable Securities listed in Item 3 below to a Permitted Transferee after the date on which such holder information is provided to deliver such prospectus the Company, the Selling Holder agrees to purchasers notify the transferee(s) at the time of Registrable Securities. Certain legal consequences arise from being named as selling security holders in the Resale Shelf Registration Statement transfer of its rights and obligations under this Notice and Questionnaire and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Resale Shelf Registration Statement and the related prospectusRights Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.)

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Form of Notice and Questionnaire. The undersigned (the “Selling Securityholder”) beneficial holder of shares owner of common stockshares, par value $.01 €0.12 per share (the “Common StockShares”), or other Registrable Securities (as defined in the Second Registration Rights Agreement referred to below) of American Assets TrustCenotogene, Inc. N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “CompanyBorrower”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), understands that the Company Borrower has filed filed, or intends to file file, with the Securities and Exchange Commission (the “SEC”) one or more a registration statements statement (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)) to register the resale of Registrable Securities, of the Registrable Securities in accordance with the terms of the Second Registration Rights Agreement Agreement, dated as of _____ 2023 (the “Second Registration Rights Agreement”), dated [ ], 2010, among between the Company Borrower and the holders listed on Schedule I theretoLender named therein. A The Borrower will provide a copy of the Second Registration Rights Agreement is available from the Company upon written request at the address set forth below. All capitalized terms not otherwise defined herein shall used in this Notice and Questionnaire without definition have the respective meanings ascribed thereto given to them in the Second Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a the beneficial owner of those Registrable Securities generally will be required to must be named as a selling security holder securityholder in the related prospectus, deliver a prospectus to the purchasers of the Registrable Securities and be bound by those provisions of the Second Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions provisions, as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners of any Registrable Securities that do not complete this Notice and Questionnaire and deliver it to the Company Borrower as provided below will not be named as selling security holders securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to as soon as possible. Please note that if the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners Common Shares held by you or which may be named as selling security holders held by you do not meet the definition of “Registrable Securities” set forth in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Second Registration Rights Agreement, the Company Borrower is not required to register your securities and you will file such amendments to not be named as a selling securityholder in the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable SecuritiesStatement. Certain legal consequences arise from being named as a selling security holders securityholder in the Resale Shelf Registration Statement and the related prospectus. Accordingly, registered holders and beneficial owners of Registrable Securities are advised to should consult their own securities law legal counsel regarding the consequences of being named or not being named as a selling security holder securityholder in the Resale Shelf Registration Statement and the related prospectus.. NOTICE By signing and returning this Notice and Questionnaire, the Selling Securityholder: · notifies the Borrower of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (except as otherwise specified under such Item 3) pursuant to the Registration Statement; and · agrees to be bound by the terms and conditions of this Notice and Questionnaire and the Second Registration Rights Agreement. Pursuant to the Second Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Borrower and its affiliates, the partners, directors, officers, members, shareholders, employees, advisors or other representatives of the Borrower or its affiliates, and each person, if any, who controls the Borrower within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain claims and losses arising in connection with statements or omissions concerning the Selling Securityholder made in the Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information to the Borrower and represents and warrants that such information is accurate and complete:

Appears in 1 contract

Samples: Second Registration Rights Agreement (Centogene N.V.)

Form of Notice and Questionnaire. The undersigned (the “Selling Securityholder”) beneficial holder of shares Series A Participating Exchangeable Perpetual Preferred Stock (the “Exchangeable Preferred Stock”) of Shentel Broadband Holding Inc., a Delaware corporation (the “Subsidiary Issuer”), or the common stock, no par value $.01 per share (the “Common Stock”), of American Assets TrustShenandoah Telecommunications Company, Inc. a Virginia corporation (the “Company”) and/or units of limited partnership interests (“OP Units,” and, together with the Common StockSubsidiary Issuer, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating PartnershipIssuers”), or other Registrable Underlying Securities (as defined in the Registration Rights Agreement referred to below) understands that the Company has filed filed, or intends to file file, with the Securities and Exchange Commission (the “SEC”) one or more a registration statements statement (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)) to register the resale of Registrable Underlying Securities, of the Registrable Securities in accordance with the terms of the Registration Rights Agreement Agreement, dated as of [closing date] (the “Registration Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I theretosecurityholders named therein. A The Issuers will provide a copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall used in this Notice and Questionnaire without definition have the respective meanings ascribed thereto given to them in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Underlying Securities pursuant to the Resale Shelf Registration Statement, a the beneficial owner of those Registrable Underlying Securities generally will be required to must be named as a selling security holder securityholder in the related prospectus, deliver a prospectus to the purchasers of the Registrable Underlying Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions provisions, as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders securityholders in the prospectus and therefore will not be permitted to sell any Registrable Underlying Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus soon as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securitiespossible. Certain legal consequences arise from being named as a selling security holders securityholder in the Resale Shelf Registration Statement and the related prospectus. Accordingly, registered holders and beneficial owners of Registrable Underlying Securities are advised to should consult their own securities law legal counsel regarding the consequences of being named or not being named as a selling security holder securityholder in the Resale Shelf Registration Statement and the related prospectus.. NOTICE By signing and returning this Notice and Questionnaire, the Selling Securityholder: · notifies the Issuers of its intention to sell or otherwise dispose of Registrable Underlying Securities beneficially owned by it and listed below in Item 3 (except as otherwise specified under such Item 3) pursuant to the Registration Statement; and · agrees to be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Issuers and their respective affiliates, the partners, directors, officers, members, stockholders, employees, advisors or other representatives of Issuers or their respective affiliates, and each person, if any, who controls either Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain claims and losses arising in connection with (i) sales by the Selling Securityholder of Registrable Underlying Securities pursuant to the Registration Statement either (x) during a Blackout Period of which the Company has provided notice to the Selling Securityholder; or (y) without delivering, if required by the Securities Act, the most recent prospectus relating to the Registration Statement; or (ii) statements or omissions concerning the Selling Securityholder made in the General Resale Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

Appears in 1 contract

Samples: Registration Rights Agreement (Shenandoah Telecommunications Co/Va/)

Form of Notice and Questionnaire. The undersigned (the “Selling Securityholder”) beneficial holder of shares of common stock, no par value $.01 per share (the “Common Stock”), of American Assets TrustShenandoah Telecommunications Company, Inc. a Virginia corporation (the “Company”) and/or units of limited partnership interests (“OP Units” and, together with the Common Stock, the “Registrable Securities”) of American Assets Trust, L.P. (the “Operating Partnership”), or other Registrable Securities (as defined in the Investor Rights Agreement referred to below) understands that the Company has filed filed, or intends to file file, with the Securities and Exchange Commission (the “SEC”) one or more a registration statements statement (collectively, the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)) to register the resale of Registrable Securities, of the Registrable Securities in accordance with the terms of the Registration Investor Rights Agreement Agreement, dated as of [closing date] (the “Registration Investor Rights Agreement”), dated [ ], 2010, among the Company and the holders listed on Schedule I theretosecurityholders named therein. A The Company will provide a copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall used in this Notice and Questionnaire without definition have the respective meanings ascribed thereto given to them in the Registration Investor Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a the beneficial owner of those Registrable Securities generally will be required to must be named as a selling security holder securityholder in the related prospectus, deliver a prospectus to the purchasers of the Registrable Securities and be bound by those provisions of the Registration Investor Rights Agreement applicable to such beneficial owner (including certain indemnification provisions provisions, as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus soon as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securitiespossible. Certain legal consequences arise from being named as a selling security holders securityholder in the Resale Shelf Registration Statement and the related prospectus. Accordingly, registered holders and beneficial owners of Registrable Securities are advised to should consult their own securities law legal counsel regarding the consequences of being named or not being named as a selling security holder securityholder in the Resale Shelf Registration Statement and the related prospectus. NOTICE By signing and returning this Notice and Questionnaire, the Selling Securityholder: l notifies the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (except as otherwise specified under such Item 3) pursuant to the Registration Statement; and l agrees to be bound by the terms and conditions of this Notice and Questionnaire and the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company and its affiliates, the partners, directors, officers, members, stockholders, employees, advisors or other representatives of the Company or its respective affiliates, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain claims and losses arising in connection with (i) sales by the Selling Securityholder of Registrable Securities pursuant to the Registration Statement either (x) during a Blackout Period of which the Company has provided notice to the Selling Securityholder; or (y) without delivering, if required by the Securities Act, the most recent prospectus relating to the Registration Statement; or (ii) statements or omissions concerning the Selling Securityholder made in the Resale Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)

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