Holder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under the Registration Statement until it has received notice from the Corporation that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement; and
(c) by its inclusion of such Registrable Securities in the Registration Statement that, upon receipt of a notice from the Corporation of the occurrence of any event of the kind described in Section 4.1(d)(iv), (v), (vi), (vii) and (viii) of this Annex A, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Corporation that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
Holder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any registration statement covering Registrable Securities until is has received notice from the Company that such registration statement and any post-effective amendments thereto have become effective; provided that the Company shall notify each Holder promptly when such registration statement and any post-effective amendments thereto have become effective;
(b) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to a registration statement;
(c) it shall promptly furnish to the Company such information regarding the Holder, the Registrable Securities held by it and the distribution proposed by the Holder as the Company may request in writing and shall otherwise cooperate with the Company to the extent such information or cooperation is required in connection with any registration, qualification or compliance referred to in this Agreement;
(d) it shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company or of the happening of any event, in either case as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding the Holder or the distribution of such Registrable Securities or omits to state any material fact regarding the Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to the Holder or the distribution of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Holder Covenants. Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under a registration statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that such registration statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c) and (ii) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with the sale of Registrable Securities pursuant to such registration statement.
Holder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under the registration statement until is has received notice from the Issuer that such registration statement and any post-effective amendments thereto have become effective; provided that the Issuer shall notify each Holder promptly when such registration statement and any post-effective amendments thereto have become effective;
(b) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to a registration statement; and
(c) it shall furnish to the Issuer such information regarding the Holder, the Registrable Securities held by it and the distribution proposed by the Holder as the Issuer may request in writing to the extent such information is required in connection with any registration, qualification or compliance referred to in this Agreement.
Holder Covenants. Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this Section 4. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
Holder Covenants. 16 SECTION 2.12. Termination.........................................17 ARTICLE III
Holder Covenants. Each Holder covenants and agrees by its acquisition of such Registrable Securities that:
(a) (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(f) and notice from the Issuer that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement.
(b) Upon receipt of a notice from the Issuer of the occurrence of any event of the kind described in Section 3.1(d)(ii), 3.1(d)(iii), 3.1(d)(iv), 3.1(d)(v) or 3.1(j), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(h), or until it is advised in writing by the Issuer that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
Holder Covenants. Each Holder covenants and agrees as follows:
Holder Covenants. (a) The Holder hereby covenants that, from and after the date hereof and until the Closing or earlier termination of this Agreement:
(i) The Holder will not exercise its right to convert the Logitech Note and/or any of its Preferred Shares (other than the Series B Preferred Shares as set forth herein) into Common Shares.
(ii) The Holder will not sell, transfer or otherwise dispose of, or enter into or conduct negotiations, or enter into any agreement or understanding, for the sale, transfer or disposition of, the Logitech Note and/or any of its Preferred Shares.
(iii) The Holder will use its best efforts to ensure that all of its representations and warranties contained herein are true in all material respects as of the Closing as if repeated at and as of such time.
(b) In the event the Holder is Spring, Cofinvest, Logitech, Eagle Growth Ltd. or Xxxxx Ltd., each a Preferred Holder, or Pine Inc., concurrently with the execution of this Agreement, the Holder is executing and delivering to the Company a letter in the form of Exhibit B hereto addressed to the representative of the initial purchasers in the Offering (as hereinafter defined).
(c) In the event the Holder is Spring or is otherwise a Series B Holder, concurrently with the execution of this Agreement, the Holder is executing and delivering to the Company a letter in the form of Exhibit C hereto addressed to the representative of the initial purchasers in the Offering.
Holder Covenants. Each Holder covenants and agrees that, so long as any of the obligations evidenced by its Note remains unpaid or unsatisfied:
