Common use of Holders' Covenants Clause in Contracts

Holders' Covenants. (a) Each of the Holders shall furnish to the Corporation in writing such information relating to it as the Corporation may reasonably request in writing in connection with the preparation of such registration statement, and each Holder agrees to notify the Corporation as promptly as reasonably practicable of any inaccuracy or change in information it has previously furnished to the Corporation 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 any Holder or the distribution of such Registrable Shares or omits to state any material fact regarding any Holder or the distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and to promptly furnish to the Corporation any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to any Holder or the distribution of such Registrable Shares, 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 not misleading in light of the circumstances then existing. (b) Each of the Holders agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 3(d), (i) or (j) hereof, each of the Holders will forthwith discontinue disposition of such Registrable Shares covered by such registration statement or prospectus until each of the Holders' receipt of the copies of the supplemental or amended prospectus relating to such registration statement or prospectus, or until each Holder is advised in writing by the Corporation that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by the Corporation, each Holder will deliver to the Corporation all copies, other than permanent file copies then in the Holders' possession, of the prospectus covering the Registrable Shares current at the time of receipt of such notice provided, that in any case, the suspension of the use of such prospectus shall be for a reasonable period not to exceed sixty (60) days in any one year period. Notwithstanding the foregoing, the Holders may from time to time dispose of the Registrable Shares without using or delivering such prospectus in connection therewith under Rule 144 or any other exemption from the requirement of the use and delivery of a prospectus to potential buyers of securities in connection with such disposition.

Appears in 1 contract

Samples: Registration Rights Agreement (Divine Inc)

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Holders' Covenants. (a) Each of the Holders shall furnish to the Corporation in writing such information relating to it as the Corporation may reasonably request in writing in connection with the preparation of such registration statement, and each Holder agrees to notify the Corporation as promptly as reasonably practicable of any inaccuracy or change in information it has previously furnished to the Corporation 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 any Holder or the distribution of such Registrable Shares or omits to state any material fact regarding any Holder or the distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and to promptly furnish to the Corporation any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to any Holder or the distribution of such Registrable Shares, 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 not misleading in light of the circumstances then existing. (b) Each of the Holders agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 3(d4(e), (ij) or (jk) hereof, each of the Holders will forthwith discontinue disposition of such Registrable Shares covered by such registration statement or prospectus until each of the Holders' receipt of the copies of the supplemental or amended prospectus relating to such registration statement or prospectus, or until each Holder is advised in writing by the Corporation that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by the Corporation, each Holder will deliver to the Corporation all copies, other than permanent file copies then in the Holders' possession, of the prospectus covering the Registrable Shares current at the time of receipt of such notice provided, that in any case, the suspension of the use of such prospectus shall be for a reasonable period not to exceed sixty (60) days in any one year period. Notwithstanding the foregoing, the Holders may from time to time dispose of the Registrable Shares without using or delivering such prospectus in connection therewith under Rule 144 or any other exemption from the requirement of the use and delivery of a prospectus to potential buyers of securities in connection with such disposition.

Appears in 1 contract

Samples: Registration Rights Agreement (Divine Inc)

Holders' Covenants. (a) Each of the Holders shall furnish to the Corporation in writing such information relating to it as the Corporation may reasonably request in writing in connection with the preparation of such registration statement, and each Holder agrees to notify the Corporation as promptly as reasonably practicable of any inaccuracy or change in information it has previously furnished to the Corporation 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 any Holder or the distribution of such Registrable Shares or omits to state any material fact regarding any Holder or the distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and to promptly furnish to the Corporation any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to any Holder or the distribution of such Registrable Shares, 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 not misleading in light of the circumstances then existing. (b) Each of the Holders agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 3(d3(e), (ij) or (jl) hereof, each of the Holders will forthwith discontinue disposition of such Registrable Shares covered by such registration statement or prospectus until each of the Holders' receipt of the copies of the supplemental or amended prospectus relating to such registration statement or prospectus, or until each Holder is advised in writing by the Corporation that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by the Corporation, each Holder will deliver to the Corporation all copies, other than permanent file copies then in the Holders' possession, of the prospectus covering the Registrable Shares current at the time of receipt of such notice provided, that in any case, the suspension of the use of such prospectus shall be for a reasonable period not to exceed sixty (60) days in any one year period. Notwithstanding the foregoing, the Holders may from time to time dispose of the Registrable Shares without using or delivering such prospectus in connection therewith under Rule 144 or any other exemption from the requirement of the use and delivery of a prospectus to potential buyers of securities in connection with such disposition.

Appears in 1 contract

Samples: Registration Rights Agreement (Divine Inc)

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Holders' Covenants. (a) Each of the Holders The Holder shall furnish to the Corporation in writing such information relating to it as the Corporation may reasonably request in writing in connection with the preparation of such registration statement, and each the Holder agrees to notify the Corporation as promptly as reasonably practicable of any inaccuracy or change in information it has previously furnished to the Corporation 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 any the Holder or the distribution of such Registrable Shares or omits to state any material fact regarding any the Holder or the distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and to promptly furnish to the Corporation any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to any the Holder or the distribution of such Registrable Shares, 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 not misleading in light of the circumstances then existing. (b) Each of the Holders The Holder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 3(d), (i) or (j) hereof, each of the Holders Holder will forthwith discontinue disposition of such Registrable Shares covered by such registration statement or prospectus until each of the Holders' Holder's receipt of the copies of the supplemental or amended prospectus relating to such registration statement or prospectus, or until each the Holder is advised in writing by the Corporation that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by the Corporation, each the Holder will deliver to the Corporation all copies, other than permanent file copies then in the Holders' Holder's possession, of the prospectus covering the Registrable Shares current at the time of receipt of such notice provided, that in any case, the suspension of the use of such prospectus shall be for a reasonable period not to exceed sixty (60) days in any one year period. Notwithstanding the foregoing, the Holders Holder may from time to time dispose of the Registrable Shares without using or delivering such prospectus in connection therewith under Rule 144 or any other exemption from the requirement of the use and delivery of a prospectus to potential buyers of securities in connection with such disposition.

Appears in 1 contract

Samples: Registration Rights Agreement (Divine Inc)

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