Holder Agreements. (a) No Holder may participate in an underwritten offering provided for hereunder unless such Holder (i) agrees to sell the Holder’s Registrable Securities on the basis provided in the underwriting arrangements contemplated for such offering as reasonably requested by the managing underwriter, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements as reasonably requested by the managing underwriter, and (iii) agrees to bear the Holder’s pro rata portion of all underwriting discounts and commissions. (b) Each Holder agrees to comply with Regulation M under the Exchange Act in connection with its offer and sale of Registrable Securities. (c) Each Holder agrees that it will not sell any Registrable Securities registered under the Securities Act pursuant to the terms of this Agreement until a Registration Statement (and any associated post-effective amendment) relating thereto has been declared effective and the Holder has been provided copies of the related prospectus, as amended or supplemented to date. (d) Each Holder agrees to comply with the prospectus delivery requirements of the Securities Act as applicable in connection with the sale of Registrable Securities registered under the Securities Act pursuant to a Registration Statement. (e) Each Holder agrees that upon receipt of a Standstill Notice pursuant to Section 3(g), the Holder shall immediately discontinue offers and sales of Registrable Securities registered under the Securities Act pursuant to any Registration Statements covering such Registrable Securities until such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3(g) or notice from the Company that no such supplement or amendment is required.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cicero Inc), Registration Rights Agreement (Cicero Inc), Registration Rights Agreement (Level 8 Systems Inc)
Holder Agreements. (a) No Holder may participate in an underwritten offering provided for hereunder unless such Holder (i) agrees to sell the Holder’s 's Registrable Securities on the basis provided in the underwriting arrangements contemplated for such offering as reasonably requested by the managing underwriter, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements as reasonably requested by the managing underwriter, and (iii) agrees to bear the Holder’s 's pro rata portion of all underwriting discounts and commissions.
(b) Each Holder agrees to comply with Regulation M under the Exchange Act in connection with its offer and sale of Registrable Securities.
(c) Each Holder agrees that it will not sell any Registrable Securities registered under the Securities Act pursuant to the terms of this Agreement until a Registration Statement (and any associated post-effective amendment) relating thereto has been declared effective and the Holder has been provided copies of the related prospectus, as amended or supplemented to date.
(d) Each Holder agrees to comply with the prospectus delivery requirements of the Securities Act as applicable in connection with the sale of Registrable Securities registered under the Securities Act pursuant to a Registration Statement.
(e) Each Holder agrees that upon receipt of a Standstill Notice pursuant to Section 3(g), the Holder shall immediately discontinue offers and sales of Registrable Securities registered under the Securities Act pursuant to any Registration Statements covering such Registrable Securities until such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3(g) or notice from the Company that no such supplement or amendment is required.
Appears in 3 contracts
Samples: Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc)
Holder Agreements. (a) No Holder may participate in an underwritten offering provided for hereunder unless such Holder (i) agrees to sell the such Holder’s 's Registrable Securities on the basis provided in the underwriting arrangements contemplated for such offering as reasonably requested by the managing underwriter, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements as reasonably requested by the managing underwriter, and (iiic) agrees to bear the such Holder’s 's pro rata portion of all underwriting discounts and commissions.
(b) Each Holder of Registrable Securities eligible for inclusion in a Registration Statement that is notified in writing pursuant to Section 3 hereof of a proposed registration of an underwritten public offering shall not effect any public sale or distribution (including sales under Rule 144) of any Registrable Securities that are similar to (or exchangeable or exercisable for or convertible into securities that are similar to) the securities proposed to be offered in such underwritten public offering, during the 10-day period prior to, and during the 90-day beginning on, the effective date of the applicable registration statement, except for offers and sales pursuant to such registration statement, and hereby agrees to execute a "lock-up" letter covering such 90-day period in form and substance customary for such transactions if so requested by the managing underwriter for such underwritten offering.
(c) Each Holder agrees to comply with Regulation M under the Exchange Act in connection with its offer and sale of Registrable Securities.
(cd) Each Holder agrees that it will not sell any Registrable Securities registered under the Securities Act pursuant to the terms of this Agreement until it has been notified in accordance with the terms hereof that a Registration Statement (and any associated post-effective amendment) relating thereto has been declared effective and the such Holder has been provided copies of the related prospectus, as amended or supplemented to date.
(de) Each Holder agrees to comply with the prospectus delivery requirements of the Securities Act as applicable in connection with the sale of Registrable Securities registered under the Securities Act pursuant to a Registration Statement.
(ef) Each Holder agrees that upon receipt of a Standstill Notice pursuant to Section 3(g4(g), the such Holder shall immediately discontinue offers and sales of Registrable Securities registered under the Securities Act pursuant to any Registration Statements covering such Registrable Securities until such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3(g4(g) or notice from the Company that no such supplement or amendment is required.
Appears in 3 contracts
Samples: Purchase Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc)
Holder Agreements. (a) No Holder may participate in an underwritten offering provided for hereunder unless such Holder (i) agrees to sell the Holder’s 's Registrable Securities on the basis provided in the underwriting arrangements contemplated for such offering as reasonably requested by the managing underwriter, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements as reasonably requested by the managing underwriter, and (iii) agrees to bear the Holder’s 's pro rata portion of all underwriting discounts and commissions.;
(b) Each Holder agrees to comply with Regulation M under the Exchange Act in connection with its offer and sale of Registrable Securities.;
(c) Each Holder agrees that it will not sell any Registrable Securities registered under the Securities Act pursuant to the terms of this Agreement until a Registration Statement (and any associated post-effective amendment) relating thereto has been declared effective and the Holder has been provided copies of the related prospectus, as amended or supplemented to date.;
(d) Each Holder agrees to comply with the prospectus delivery requirements of the Securities Act as applicable in connection with the sale of Registrable Securities registered under the Securities Act pursuant to a Registration Statement.; and
(e) Each Holder agrees that upon receipt of a Standstill Notice pursuant to Section 3(g3(e), the Holder shall immediately discontinue offers and sales of Registrable Securities registered under the Securities Act pursuant to any Registration Statements covering such Registrable Securities until such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3(g3(e) or notice from the Company that no such supplement or amendment is required.
Appears in 2 contracts
Samples: Registration Rights Agreement (Return on Investment Corp), Registration Rights Agreement (Return on Investment Corp)