Common use of Holder Covenants Clause in Contracts

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 hereby covenants and agrees that: (a) it will not sell Each Holder agrees that, upon receipt of any Registrable Securities under any registration statement covering Registrable Securities until is has received notice from the Company that of the happening of any event requiring the preparation of a supplement or amendment to a Prospectus relating to Registrable Securities so that, as thereafter delivered to such registration Holder, such Prospectus will not contain an untrue statement and of a material fact or omit to state any post-effective amendments thereto have become effective; provided that material fact required to be stated therein or necessary to make the Company shall notify statements therein not misleading, 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 forthwith discontinue disposition of Registrable Securities pursuant to a registration statement;the Registration Statements until its receipt of copies of the supplemented or amended Prospectus from the Company or until it is advised in writing by the Company that 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. If so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. (cb) it The Holder(s) included in any registration shall promptly furnish to the Company such information regarding the Holdersuch Holder(s), the Registrable Securities held owned by it such Holders and the distribution proposed by the Holder such Holder(s), as the Company may reasonably request in writing and as shall otherwise cooperate with the Company to the extent such information or cooperation is be reasonably required under applicable law in connection with any registration, qualification or compliance referred to in this Agreement; (d) it shall . Each Holder agrees to notify the Company as promptly as practicable Company, at any time when a Prospectus relating to the Registration Statement contemplated by this Agreement is required to be delivered by it under the Securities Act, of the occurrence 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 event relating to such registration contains an untrue statement Holder which requires the preparation of a material fact regarding supplement or amendment to such Prospectus so that, as thereafter delivered to the Holder or the distribution purchasers 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 such Holder or the distribution of in such Registrable Securities, Prospectus will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading relating to such Holder, in and such Holder shall promptly make available to the light Company information necessary to enable the Company to prepare any such supplement or amendment. Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the circumstances under which they were madeExchange Act or any other applicable rule, not misleadingregulation or law.

Holder Covenants. Each Holder hereby covenants and agrees that: (a) it will not sell any Registrable Securities under any registration statement covering Registrable Securities a Registration Statement until is it 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 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 it them in connection with the sales of Registrable Securities pursuant to a registration statementRegistration Statement; (c) it shall promptly furnish to by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 5(d)(iv), (v), (vi), (vii) and (viii) of this Agreement, such information regarding the Holder, the Holder will forthwith discontinue disposition of such Registrable Securities held by under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it and the distribution proposed is advised in writing by the Holder as Company that the Company use of the applicable Prospectus may request be resumed, and, in writing and shall otherwise cooperate with the Company either case, has received copies of any additional or supplemental filings that are incorporated or deemed to the extent be incorporated by reference in such information Prospectus or cooperation is required in connection with any registration, qualification or compliance referred to in this Agreement;Registration Statement; and (d) it shall notify will cooperate with the Company as promptly as practicable of and use its commercially reasonable efforts to take or cause to be taken all action reasonably necessary to facilitate any inaccuracy or change in information previously furnished registration contemplated by this Agreement, to the Company or of the happening of any event, extent such Holder participates 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 is otherwise required to be stated therein do so under this Agreement. (e) each Holder acknowledges that the Company has entered, or necessary to make the statements therein, may in the light future enter, into a Partners’ Equity Agreement with partners of TWPG LLC, which provide such partners and their permitted transferees with registration rights similar to those provided for under this Agreement. Such agreements shall not be inconsistent with the circumstances under which they were made, not misleading, and to furnish rights granted to the Holders herein. 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 has provided a copy of each agreement to the Holder Holders 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 misleadingtheir counsel.

Holder Covenants. Each Holder hereby covenants and agrees that: (a) it will not sell Each Holder agrees that, upon receipt of any Registrable Securities under any registration statement covering Registrable Securities until is has received written notice from the Company that of (i) the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to such registration Holder, such prospectus will not contain an untrue statement and of a material fact or omit to state any post-effective amendments thereto have become effective; provided that material fact required to be stated therein or necessary to make the Company shall notify statements therein not misleading or (ii) the occurrence of an event of the kind described in Sections 3(c)(v), 3(c)(vi) or 3(c)(vii), 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 forthwith discontinue disposition of Registrable Securities pursuant to a registration statement;the Registration Statements until its receipt of copies of the supplemented or amended prospectus from the Company as contemplated by Section 3(j) or until it is advised in writing (the "Advice") by the Company that 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. If so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice. (cb) it The Holder(s) included in any registration shall promptly furnish to the Company such information regarding the Holdersuch Holder(s), the Registrable Securities held owned by it such Holders and the distribution proposed by the Holder such Holder(s), as the Company may reasonably request in writing and as shall otherwise cooperate with the Company to the extent such information or cooperation is be reasonably required under applicable law in connection with any registration, qualification or compliance referred to in this Agreement; (d) it shall . Each Holder agrees to notify the Company as promptly as practicable of the occurrence 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 event relating to such registration contains an untrue statement Holder which requires the preparation of a material fact regarding supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities 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, Information with respect to the such Holder or the distribution of in such Registrable Securities, prospectus will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading relating to such Holder, and such Holder shall promptly deliver to the Company information necessary to enable the Company to prepare any such supplement or amendment. Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (c) Each Holder acknowledges and agrees that it will not effect any public sale or distribution of Registrable Securities pursuant to a Registration Statement at any time that the Company shall have advised the Holders in writing that the light sale by such Holders pursuant to such Registration Statement should be suspended, which may be utilized by the Company for any reason, including without limitation, to facilitate an offering of the circumstances under which they were made, not misleadingCompany's securities for its own account. The Company may provide appropriate stop orders to enforce the provisions of this Section 6(c).

Holder Covenants. Each Holder hereby covenants and agrees that: (a) Each Holder shall furnish the Corporation such information regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing. (b) Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities to give at least three (3) business hours prior written notice to the Corporation of any proposed sale of Registrable Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (1) unless such three (3) business hours elapse without response from the Corporation, or (2) in the event the Corporation responds by stating that an amendment to such Registration Statement or supplement to the Prospectus must be filed in accordance with Section 8.1(d)(v), until the Corporation notifies the Holder that the Registration Statement has been amended or the Prospectus supplemented as required. Each Holder further agrees that if the Registrable Securities are not sold within 24 hours of the time such notice is delivered to the Corporation, it will not sell any Registrable Securities under without again complying with the notice provisions of this Section 8.2(b). For purposes hereof, “business hours” means the hours of 9:00 a.m. to 6:00 p.m. on any registration statement covering day when the New York Stock Exchange is open for trading. (c) Each Holder of the Registrable Securities until is has received agrees by acquisition of such Registrable Securities that upon receipt of any 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 Corporation of the Securities Act as applicable happening of any event of the kind described in the second sentence of subdivision (v) of Section 8.1(d) or pursuant to it in connection with the sales Section 8.1(e), such Holder will forthwith discontinue such Holder’s disposition 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 Registration Statement relating to such registration contains an untrue statement Registrable Securities until such Holder’s receipt of a material fact regarding the Holder copies of the supplemented or amended prospectus contemplated by subdivision (v) of Section 8.1(a) or of notice from the distribution Corporation pursuant to Section 8.1(e), and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus relating to such Registrable Securities or omits to state any material fact regarding at the Holder or the distribution time of receipt 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 misleadingnotice.

Holder Covenants. Each Holder hereby covenants and agrees that: (a) Each Holder shall furnish the Corporation such information regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing. (b) Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities to give at least three (3) business hours prior written notice to the Corporation of any proposed sale of Registrable Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (1) unless such three (3) business hours elapse without response from the Corporation, or (2) in the event the Corporation responds by stating that an amendment to such Registration Statement or supplement to the Prospectus must be filed in accordance with Section 8.1(d)(v), until the Corporation notifies the Holder that the Registration Statement has been amended or the Prospectus supplemented as required. Each Holder further agrees that if the Registrable Securities are not sold within 24 hours of the time such notice is delivered to the Corporation, it will not sell any Registrable Securities under without again complying with the notice provisions of this Section 8.2(b). For purposes hereof, "business hours" means the hours of 9:00 a.m. to 6:00 p.m. on any registration statement covering day when the New York Stock Exchange is open for trading. (c) Each Holder of the Registrable Securities until is has received agrees by acquisition of such Registrable Securities that upon receipt of any 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 Corporation of the Securities Act as applicable happening of any event of the kind described in the second sentence of subdivision (v) of Section 8.1(d) or pursuant to it in connection with the sales Section 8.1(e), such Holder will forthwith discontinue such Holder’s disposition 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 Registration Statement relating to such registration contains an untrue statement Registrable Securities until such Holder’s receipt of a material fact regarding the Holder copies of the supplemented or amended prospectus contemplated by subdivision (v) of Section 8.1(a) or of notice from the distribution Corporation pursuant to Section 8.1(e), and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus relating to such Registrable Securities or omits to state any material fact regarding at the Holder or the distribution time of receipt 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 misleadingnotice.

Holder Covenants. Each Holder selling Registrable Securities pursuant to the exercise of registration rights hereby covenants and agrees that: (a) it will not sell any Registrable Securities under any registration statement covering Registrable Securities Registration Statement until is it 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 Registration Statement and, if applicable, any post-effective amendments thereto have become effective; (b) it and its officers, directors and affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to it them in connection with the sales of Registrable Securities pursuant to a registration statementRegistration Statement; (c) it shall promptly furnish to by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 2.4(c)(iv), (v), (vi), (vii), and (viii), or Section 2.5 of this Registration Rights Agreement, such information regarding the Holder, the Holder will forthwith discontinue disposition of such Registrable Securities held by it and under the distribution proposed Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by the Holder as Company that the Company use of the applicable Prospectus 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 Agreementbe resumed; (d) it shall notify the The Company as promptly as practicable of any inaccuracy or change in information previously furnished may require each selling Holder to furnish to the Company or of the happening of any event, in either case as a result of which any prospectus relating to information regarding such registration contains an untrue statement of a material fact regarding the Holder or and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement or omits as the Company otherwise reasonably requests, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to state furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any material fact regarding Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the distribution Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required; (e) other than any final Registration Statement or Prospectus, such Holder shall, and shall cause its Inspectors and other representatives to, keep any and all information received or obtained from the Company ("Confidential Information") pursuant to this Registration Rights Agreement confidential and shall not disclose any such Confidential Information unless (i) the disclosure of such Registrable Securities required to be stated therein or Confidential Information is necessary to make avoid or correct a material misstatement or material omission in a Registration Statement, (ii) the statements thereinrelease of such Confidential Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the light reasonable opinion of counsel for such Holder, necessary or advisable in connection with any action, claim, suit or proceeding, directly involving or potentially involving such Holder and arising out of, based upon, relating to, or involving this Registration Rights Agreement or any transactions contemplated hereby or arising hereunder or (iv) such Confidential Information has been made generally available to the circumstances under which they were madepublic other than through the acts of such Holder; provided, not misleadingfurther, and to furnish however, that prior notice shall be provided as soon as practicable to the Company promptly of the potential disclosure of any additional information required by such Holder pursuant to correct and update clauses (ii) or (iii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this paragraph (e)). If the basis of any previously furnished information or required potential disclosure of Confidential Information by a Holder is clause (i) of the prior sentence, such Holder shall, at least five (5) business days prior to any such disclosure, notify the Company in writing that such prospectus shall not contain, with respect to the Holder or the distribution it believes disclosure of such Registrable Securitiesinformation is so required and the Company shall have five (5) business days from the date of such notice to either (a) disclose such information, an or (b) exercise its right under Section 2.5 hereof to issue a Delay Notice whereby such information shall be kept confidential for the duration of the blackout period, or (c) notify such Holder in writing that after consultation with and based upon written advice from independent legal counsel, the Company believes that without the disclosure of such information such Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required necessary to be stated make the statements therein not misleading and such Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Each Holder shall take such actions as are reasonably necessary to protect the confidentiality of such Confidential Information (if practicable), unless and until such Confidential Information has been made generally available to the public other than as a result of a breach of this Registration Rights Agreement.