Common use of Holders Cooperation Clause in Contracts

Holders Cooperation. (a) Holders of Registrable Securities desiring to sell in any Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all questionnaires, indemnities, and other documents required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading. (b) Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering. (c) The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company. In connection with any offering, each Holder who intends to sell Registrable Securities in any Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

Appears in 1 contract

Samples: Registration Rights Agreement (GFI Group Inc.)

AutoNDA by SimpleDocs

Holders Cooperation. (a) Holders of Registrable Securities desiring to sell in any Company Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Company Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all questionnaires, indemnities, and other documents required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Company Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten five (105) Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for use in connection with such Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading. (b) Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering. (c) The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company. In connection with any offering, each Holder who intends to sell Registrable Securities in any Company Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

Appears in 1 contract

Samples: Registration Rights Agreement (GFI Group Inc.)

Holders Cooperation. (a) Holders of Registrable Securities desiring to sell in any a Shelf Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Shelf Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all questionnaires, indemnities, and other documents required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading. (b) Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the offering or the legality of the registration or the underlying offering. (c) The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.22.1(b)(i), the Holders holding shares of Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares of Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company. In connection with any offering, each Holder who intends to sell Registrable Securities in any the Shelf Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

Appears in 1 contract

Samples: Registration Rights Agreement (Schick Technologies Inc)

AutoNDA by SimpleDocs

Holders Cooperation. (a) Holders of Registrable Securities desiring to sell in any Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all customary questionnaires, indemnitiesindemnities (consistent with the indemnities set forth in Section 2.9 below), and other documents reasonably required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefortherefore, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request and as is customary for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading. (b) Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless, unless in the reasonable opinion of counsel to the Company, Company such failure impairs or may impair the legality of or materially impairs or may materially impair the viability of the offering or the legality of the registration or the underlying offering. (c) The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectusprospectus until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company shall use its reasonable efforts to lift any such suspension within 30 days of its imposition. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.2, the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and such Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company. . (d) In connection with any offering, each Holder who intends to sell Registrable Securities in any Registration Statement, will not use any offering document, offering circular or other offering materials with respect to the offer or sale of Registrable Securities, other than the prospectuses provided by the Company and any documents incorporated by reference therein.

Appears in 1 contract

Samples: Registration Rights Agreement (GFI Group Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!