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.
Appears in 5 contracts
Samples: Stockholders Agreement (Advanced Micro Devices Inc), Stockholders Agreement (Spansion Inc.), Stockholders Agreement (Spansion Inc.)
Holder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under the a Registration Statement until it has received notice from the Corporation Company 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 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 Company of the occurrence of any event of the kind described in Section 4.1(d)(iv5(d)(iv), (v), (vi), (vii) and or (viii) of this Annex AAgreement, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s 's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Corporation Company 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.
Appears in 3 contracts
Samples: Registration Rights and Stockholders' Agreement (America Online Latin America Inc), Registration Rights and Stockholders' Agreement (Aol Time Warner Inc), Registration Rights and Stockholders' Agreement (Banco Itau S A)
Holder Covenants. Each Holder hereby covenants and agrees by its acquisition of such Registrable Securities that:
(a) it (i) Such Holder will not sell any Registrable Securities under the a Registration Statement until it has received copies of the related Prospectus as then amended or supplemented as contemplated in Section 3.1(f) and notice from the Corporation Company that such Registration Statement and any post-effective amendments thereto have become effective;
effective as contemplated by Section 3.1(d) and (bii) it such Holder 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 such Registration Statement; and.
(cb) by its inclusion of such Registrable Securities in the Registration Statement that, upon Upon receipt of a notice from the Corporation Company of the occurrence of any event of the kind described in Section 4.1(d)(iv3.1(d)(ii), (v3.1(d)(iii), (vi), (vii3.1(d)(iv) and (viii) of this Annex Aor 3.2, such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(g), or until it such Holder is advised in writing by the Corporation Company 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (OVERSTOCK.COM, Inc), Registration Rights Agreement (OVERSTOCK.COM, Inc)
Holder Covenants. Each Holder hereby 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(h) and notice from the Corporation Issuer that such Registration Statement and any post-effective amendments thereto have become effective;
effective as contemplated by Section 3.1(d) and (bii) 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 the Registration Statement; and.
(cb) by its inclusion of such Registrable Securities in the Registration Statement that, upon Upon receipt of a notice from the Corporation Issuer of the occurrence of any event of the kind described in Section 4.1(d)(iv3.1(d) (ii), (v3.1(d)(iii), (vi3.1(d)(iv), (vii3.1(d)(v) and (viii) of this Annex Aor 3.1(m), 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(j), or until it is advised in writing by the Corporation 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.
(c) Such Holder is bound by the “Lock Up” provisions of Section 4.1 of the Issuance Agreement and notwithstanding any provision of this Agreement, such Holder will not sell, transfer, pledge, lend, offer or otherwise dispose of any Registrable Securities except in compliance with Section 4.1 of the Issuance Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Ziopharm Oncology Inc)
Holder Covenants. Each Holder hereby 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 Corporation Issuer that such Registration Statement and any post-effective amendments thereto have become effective;
effective as contemplated by Section 3.1(d) and (bii) 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 the Registration Statement; and.
(cb) by its inclusion of such Registrable Securities in the Registration Statement that, upon Upon receipt of a notice from the Corporation Issuer of the occurrence of any event of the kind described in Section 4.1(d)(iv3.1(d)(ii), (v3.1(d)(iii), (vi3.1(d)(iv), (vii3.1(d)(v) and (viii) of this Annex Aor 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 Corporation 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.
Appears in 1 contract