Holder Procedures Clause Samples

The "Holder Procedures" clause outlines the specific steps and requirements that a holder of certain rights, assets, or securities must follow in relation to those holdings. This may include instructions for providing notifications, submitting documentation, or taking actions such as transferring, exercising, or maintaining the rights in question. By clearly defining these procedures, the clause ensures that all parties understand their obligations and the correct process to follow, thereby reducing the risk of disputes or administrative errors.
Holder Procedures. (i) Each Holder agrees, by acquisition of the Registrable Securities that, upon receipt of any notice from the Company of the happening of any event described in Section 6(a)(iii)(B), 6(a)(iii)(C), 6(a)(iii)(D) or 6(a)(iii)(E) hereof, such Holder shall forthwith discontinue disposition of any Registrable Securities (but, in the case of an event described in Section 6(a)(iii)(D), in the affected jurisdiction or jurisdictions only) covered by the affected registration statement or prospectus until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(iii) or 6(a)(xi) hereof or until such Holder is (it being agreed by the Company that the underwriters, if any, shall also be) advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed. If the Company shall have given any such notice during a period when a Shelf Registration or a Demand Registration is in effect, the Shelf Period or four-month period mentioned in Section 2(a) or 3(b) hereof, as the case may be, shall be extended by the number of days from and including the date of the giving of such notice to and including the date when each Holder of Registrable Securities included in such Registration shall have received the copies of the supplemented or amended prospectus contemplated by Section 6(a)(iii) or 6(a)(xi) hereof or the Advice, as the case may be. (ii) In connection with any underwritten public offering of Registrable Securities pursuant to a Shelf Registration or Demand Registration, the managing underwriter of such offering shall be a nationally recognized investment banking firm selected by the Majority Sellers and shall be reasonably acceptable to the Company.
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Holder Procedures. (i) The Company may require each Holder to furnish to the Company such information regarding such Holder and the proposed distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and which is necessary for compliance with applicable law. (ii) Each Holder agrees to cooperate with the Company in all reasonable respects in connection with the preparation and filing of the Registration Statement, any Amendment, any prospectus, and any prospectus supplement.
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Holder Procedures. No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not...
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Holder Procedures. (a) In connection with any Registration Statement, the Company may require each Holder to furnish to the Company such information regarding such Holder and his or her proposed distribution of Registrable Securities, to the extent necessary to comply with the Securities Act, as the Company may from time to time reasonably request in writing. (b) Each Holder agrees to cooperate with the Company in all reasonable respects in connection with the preparation and filing of each Registration Statement and any amendment thereof, any prospectus relating thereto and any prospectus supplement relating thereto with respect to the offer and sale of Registrable Securities of such Holder.
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Holder Procedures. (a) Each Holder shall, upon receipt of the notice referred to in Section 3(d)(iii) or any notice from the Company of the existence of any fact of the kind described in Section 3(d)(iv) of this Agreement (in each case, a "Suspension Notice"), forthwith discontinue disposition of the Registrable Securities pursuant to the applicable Registration Statement until (i) the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(e) of this Agreement, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Upon the Holder receiving a Suspension Notice, each Holder will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Suspension Notice. Nothing in this Section 4(a) shall limit the rights of any Holder pursuant to Section 9(b). (b) In connection with the filing of the Registration Statement, each Holder shall furnish to the Company in writing, (i) the information with respect to such Holder specified in Item 507 and 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with the Registration Statement or any Prospectus and (ii) any additional information with respect to such Holder required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
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Holder Procedures. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the notice from the Company described in Section 1.2, above, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder thereafter shall have no further right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities.
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Related to Holder Procedures

  • Transfer Procedures 1. The transfers referred to in Article 4, 5, 6 and 7 shall be effected without undue delay and, at all events, within six months after all fiscal obligations have been met and shall be made in a convertible currency. All the transfers shall be made at the prevailing exchange rate applicable on the date on which the investor applies for the related transfer, with the exception of the provisions under point 3 of Article 5 concerning the exchange rate applicable in case of nationalization or expropriation. 2. The fiscal obligations under the previous paragraph are deemed to be complied with when the investor has fulfilled the proceedings provided for by the law of the Contracting Party on the territory of which the investment has been carried out.

  • Other Procedures To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

  • Layoff Procedures Layoffs shall be administered pursuant as follows: An employee with permanent seniority in class shall have the right to displace an employee with less permanent seniority in the same class in any department. All bumping and displacement shall first occur within the department that affected the layoff in question prior to City-wide bumping.

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Transfer Procedure After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.