Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice. (ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Ddi Corp), Standby Securities Purchase Agreement (Ddi Corp), Registration Rights Agreement (Ddi Corp)
Holder’s Obligations. In connection with any registration pursuant to Section 2, each Selling Holder agrees, as applicable:
(i) Each Holder agrees to execute the underwriting agreement, if any, agreed to by the Majority Selling Holders or the Company, as the case may be;
(ii) that it will not offer or sell its Registrable Securities under the registration statement until it has received copies of the supplemented or amended prospectus contemplated by Section 3(a)(iii) and receives notice that any post-effective amendment (if required) has become effective;
(iii) that, upon receipt of any notice from the Company of the happening of any transaction or occurrence of any event of the kind specified in Sections 3(a)(iv)(B2(b)(ii)(C), 3(a)(iv)(C2(b)(ii)(D), 3(a)(iv)(E3(a)(iii), 3(a)(iv)(F3(a)(vii) or any Delay Notice3(a)(viii), such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement any registration statement at issue until such Holder's receipt of the copies of the a supplemented or amended Prospectus prospectus contemplated by Section 3(a)(viii3(a)(iii) and receives notice that any post-effective amendment (if required) has become effective or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus prospectus and registration statement may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus registration statement and prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.; and
(iiiv) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities Selling Holder as to which any registration is being effected to furnish to it such information regarding such seller Selling Holder, the number of the Registrable Securities owned by it and the intended method of disposition of such Registrable Securities as may be required by to effect the staff registration of such Selling Holder's Registrable Securities, and to cooperate with the Commission to be included Company in the applicable Registration Statementpreparing such registration, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller Selling Holder who fails to furnish such information which is not otherwise readily available to the Company within ten (10) 5 Business Days after receiving such requestrequest and to provide such cooperation, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller proposed Selling Holder who so fails to furnish such information; provided that upon being furnished with information or provide such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementcooperation.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Capital Trust Inc), Registration Rights Agreement (Capital Trust Inc), Registration Rights Agreement (Berkley W R Corp)
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from promptly to furnish to the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, Issuers all information with respect to such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant as may be required to be disclosed in the Registration Statement at issue until under applicable law or pursuant to Commission comments or as the Issuers may reasonably request and all material information with respect to such Holder's receipt Holder required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.
(b) If counsel to the Issuers shall, on any date after a Registration Statement has been declared effective, deliver to any Holder an opinion described in clause (e) of the copies definition of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedRegistrable Securities, and, if so directed by the Company, then such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possessionshall, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time within 90 days of receipt of such notice.
opinion, at the sole cost and expense of the Issuers, use its good faith efforts to obtain a concurring opinion from nationally recognized counsel experienced in these matters of its choosing, which shall be in form and substance satisfactory to such Holder in its reasonable discretion (iia “Concurring Opinion”). Upon receipt by such Holder of a Concurring Opinion, such Holder shall promptly notify Xxxxxx Xxxxxxx Ltd. in writing that it has received such Concurring Opinion. If a Holder has in accordance with the terms of this Section 5 (b) Each sought and failed to obtain a Concurring Opinion such Holder agrees shall promptly notify Xxxxxx Xxxxxxx Ltd. that it has failed to obtain such Concurring Opinion and such Holder shall not be required to seek a Concurring Opinion again until such time as the Company may require each seller Issuers shall have delivered a new opinion from Issuer’s counsel in accordance with clause (e) of the definition of Registrable Securities or Registrable Liquidated Damages Warrant Securities as Securities. The Issuers shall not deliver an opinion to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available Holder pursuant to the Company within ten (10) Business Days after receiving immediately preceding sentence prior to such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided date that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or is at least 180 days after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including date such Holder as has notified Xxxxxx Xxxxxxx Ltd. that it has failed to obtain a selling Holder under the Registration StatementConcurring Opinion.
Appears in 3 contracts
Samples: Registration Rights Agreement (Foster Wheeler Inc), Registration Rights Agreement (Foster Wheeler LTD), Registration Rights Agreement (Foster Wheeler Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition 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 not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffective Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such requestof a request by the Company, and of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement.
(b) Any sale of any Registrable Securities by any Holder shall have no obligation constitute a representation and warranty by such Holder that the information relating to register such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails Act) required to furnish such information; provided that upon being furnished with such information be filed by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to with the Registration StatementCommission or retained by the Company under Rule 433 of the Securities Act, or a supplement to unless it has obtained the Prospectus, for purposes prior written consent of including such Holder as a selling Holder under the Registration StatementCompany.
Appears in 3 contracts
Samples: Registration Rights Agreement (Macrovision Corp), Registration Rights Agreement (Borland Software Corp), Registration Rights Agreement (Xilinx Inc)
Holder’s Obligations. (ia) In addition to the other limitations and requirements described herein, each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a completed Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities necessary to make the statements therein, in light of circumstances in which they were made, not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffective Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement unless and until the Company is notified otherwise.
(b) Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such requestHolder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.
(c) The Holders shall not offer Registrable Securities under the Shelf Registration Statement in an underwritten offering without the Company’s prior written consent. Any underwritten offering agreed to by the Company shall have no obligation be on terms and conditions agreed to register under by the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished Company in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the offering. The Company shall as promptly as reasonably practicable file a post-effective amendment not be required to the Registration Statement, or a supplement undertake more than three underwritten offerings pursuant to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementthis Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (RumbleON, Inc.), Registration Rights Agreement (RumbleON, Inc.), Registration Rights Agreement (Insulet Corp)
Holder’s Obligations. In connection with the registration of the Registrable Securities, each Holder shall have the following obligations:
(ia) It shall be a condition precedent to the obligations of the Company to complete each registration pursuant to this Agreement with respect to the Registrable Shares that each Holder shall have furnished to the Company such information regarding itself, the Registrable Shares held by it and the intended method of disposition of the Registrable Shares held by it as shall be reasonably required to effect the registration of such Registrable Shares and shall execute such questionnaires addressing these matters in connection with a registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement (and any other amendments) hereunder, the Company shall notify each Holder of the information the Company requires from each such Holder.
(b) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Suspension Notice, such Holder will forthwith immediately discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities Shares pursuant to the Registration Statement at issue covering such Registrable Shares until such Holder's ’s receipt of the copies End of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, Suspension Notice and, if so directed by the Company, such Holder will shall deliver to the Company (at the expense of the Company's expense) or destroy all copies in such Holder's possession, other than permanent file copies then in such Holder's ’s possession, of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities Shares current at the time of receipt of such noticethe Suspension Notice.
(iic) Each In the event Holder(s) holding a majority-in-interest of the Registrable Shares being registered determine to engage the services of an underwriter, each Holder agrees that to enter into and perform such Holder’s obligations under an underwriting agreement, in usual and customary form for secondary offerings, at the time of execution, including, without limitation, indemnification and contribution obligations customary for selling security holders, and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares, unless such Holder has notified the Company may require each seller in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude Shares from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
(d) No Holder may participate in any underwritten registration hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements entered into by the Company, in usual and customary form, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 8 below.
Appears in 3 contracts
Samples: Registration Rights Agreement (Cubic Energy Inc), Registration Rights Agreement (Cubic Energy Inc), Registration Rights Agreement (Cubic Energy Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within twenty (20) Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the availability of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any Delay Noticesuch notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticethereto.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (American Equity Investment Life Holding Co), Registration Rights Agreement (American Equity Investment Life Holding Co), Registration Rights Agreement (American Equity Investment Life Holding Co)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Resale Registration Statement at issue until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE"“Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's ’s expense) all copies in such Holder's ’s possession, other than permanent file copies then in such Holder's ’s possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller specified in Exhibit A or as may otherwise be required by the staff of the Commission to be included in the applicable Resale Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten five (105) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided .
(iii) Each Holder covenants and agrees that upon being furnished it will comply with such information by a Holderthe prospectus delivery requirements of the 1933 Act, including by any permitted transferee as applicable to it or an exemption therefrom in connection with sales of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment pursuant to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Resale Registration Statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (MICT, Inc.), Registration Rights Agreement (Wet Seal Inc), Registration Rights Agreement (Clinton Group Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities necessary to make the statements therein, in light of circumstances in which they were made, not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffective Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement.
(b) Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such requestHolder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.
(c) The Holders shall not offer Registrable Securities under the Shelf Registration Statement in an underwritten offering without the Company’s prior written consent. Any underwritten offering agreed to by the Company shall have no obligation be on terms and conditions agreed to register under by the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished Company in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the offering. The Company shall as promptly as reasonably practicable file a post-effective amendment not be required to the Registration Statement, or a supplement undertake more than three underwritten offerings pursuant to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementthis Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Microchip Technology Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from any registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within twenty (20) Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the availability of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any Delay Noticesuch notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticethereto.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (American Financial Realty Trust), Registration Rights Agreement (American Financial Realty Trust), Registration Rights Agreement (American Financial Realty Trust)
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees to notify the Company within 10 business days after request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. In addition, each Holder agrees that, :
(a) upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay a Deferral Notice, such Holder it will forthwith discontinue disposition of its Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue Statement, and will not deliver any Prospectus forming part thereof until such Holder's receipt of the copies of the amended or supplemented Registration Statement or amended Prospectus contemplated by Section 3(a)(viii) Prospectus, as applicable, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus;
(b) if so directed by the CompanyCompany in the Deferral Notice, such Holder it will deliver to the Company (at the Company's ’s expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Holder's its possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.(including any supplements thereto); and
(iic) Each Holder agrees that the Company may require each seller sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails pursuant to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, shall only be made in the Company shall as promptly as reasonably practicable file a post-manner set forth in such currently effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tarragon Corp), Registration Rights Agreement (Tarragon Corp)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence of any event specified in Sections 3(a)(iv)(B)Registrable Securities, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such that no Holder will forthwith discontinue disposition of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Liquidated Damages Warrant Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended and related Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will agrees to deliver a Notice and Questionnaire to the Company (at promptly following the Company's expense) all copies date hereof and notify the Company of any change in such Holder's possession, other than permanent file copies then in such Holder's possession, information at least five (5) business days prior to the filing of the Prospectus covering Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the staff Company to comply with applicable law or regulations. Each Holder further agrees, following termination of the Commission Effectiveness Period, to be included in notify the applicable Registration StatementCompany, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such of a request, and of the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after sold pursuant to the Registration Statement is declared effectiveand, in the absence of a response, the Company shall as promptly as reasonably practicable file a post-effective amendment to may assume that all of the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementHolder's Registrable Securities were so sold.
Appears in 2 contracts
Samples: Registration Rights Agreement (Brigus Gold Corp.), Registration Rights Agreement (Apollo Gold Corp)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(e) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any notice from Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the Company information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the occurrence time of such sale contain any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) untrue statement of a material fact relating to or any Delay Notice, provided by such Holder will forthwith discontinue disposition or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities pursuant to the Shelf Registration Statement that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, unless it has obtained the prior written consent of the Company.
(b) Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to any Shelf Registration Statement until such Holder's Special Counsel’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 2 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Opko Health, Inc.)
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from promptly to furnish to the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, Issuers all information with respect to such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant as may be required to be disclosed in the Registration Statement at issue until under applicable law or pursuant to Commission comments or as the Issuers may reasonably request and all material information with respect to such Holder's receipt Holder required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.
(b) If counsel to the Issuers shall, on any date after a Registration Statement has been declared effective, deliver to any Holder (other than a Broker-Dealer) an opinion described in clause (e) of the copies definition of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedRegistrable Securities, and, if so directed by the Company, then such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possessionshall, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time within 90 days of receipt of such notice.
opinion, at the sole cost and expense of the Issuers, use its good faith efforts to obtain a concurring opinion from nationally recognized counsel experienced in these matters of its choosing, which shall be in form and substance satisfactory to such Holder in its reasonable discretion (iia “Concurring Opinion”). Upon receipt by such Holder of a Concurring Opinion, such Holder shall promptly notify Xxxxxx Xxxxxxx Ltd. in writing that it has received such Concurring Opinion. If a Holder has in accordance with the terms of this Section 5 (b) Each sought and failed to obtain a Concurring Opinion such Holder agrees shall promptly notify Xxxxxx Xxxxxxx Ltd. that it has failed to obtain such Concurring Opinion and such Holder shall not be required to seek a Concurring Opinion again until such time as the Company may require each seller Issuers shall have delivered a new opinion from Issuer’s counsel in accordance with clause (e) of the definition of Registrable Securities or Registrable Liquidated Damages Warrant Securities as Securities. The Issuers shall not deliver an opinion to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available Holder pursuant to the Company within ten (10) Business Days after receiving immediately preceding sentence prior to such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided date that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or is at least 180 days after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including date such Holder as has notified Xxxxxx Xxxxxxx Ltd. that it has failed to obtain a selling Holder under the Registration StatementConcurring Opinion.
Appears in 2 contracts
Samples: Registration Rights Agreement (Foster Wheeler LTD), Registration Rights Agreement (Foster Wheeler Inc)
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees to notify the Company within 10 business days of request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of the Holder's Registrable Securities were so sold. In addition, each Holder agrees that, :
(a) upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay a Deferral Notice, it will keep the fact of such Holder will notice confidential, forthwith discontinue disposition of its Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue Statement, and will not deliver any Prospectus forming part thereof until such Holder's receipt of the copies of the amended or supplemented Registration Statement or amended Prospectus contemplated by Section 3(a)(viii) Prospectus, as applicable, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus;
(b) if so directed by the CompanyCompany in the Deferral Notice, such Holder it will deliver to the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Holder's its possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.Prospectus; and
(iic) Each Holder agrees that the Company may require each seller sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails pursuant to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, shall only be made in the Company shall as promptly as reasonably practicable file a post-manner set forth in such currently effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carnival Corp), Registration Rights Agreement (Carnival Corp)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence of any event specified in Sections 3(a)(iv)(B)Registrable Securities, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such that no Holder will forthwith discontinue disposition of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Liquidated Damages Warrant Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended and related Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will agrees to deliver a Notice and Questionnaire to the Company (at promptly following the Company's expense) all copies date hereof and notify the Company of any change in such Holder's possession, other than permanent file copies then in such Holder's possession, information at least five (5) business days prior to the filing of the Prospectus covering Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the staff Company to comply with applicable law or regulations. Each Holder further agrees, following termination of the Commission Effectiveness Period, to be included in notify the applicable Registration StatementCompany, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such of a request, and of the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after sold pursuant to the Registration Statement is declared effectiveand, in the absence of a response, the Company shall as promptly as reasonably practicable file a post-effective amendment to may assume that all of the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementHolder’s Registrable Securities were so sold.
Appears in 2 contracts
Samples: Registration Rights Agreement (Apollo Gold Corp), Registration Rights Agreement (Apollo Gold Corp)
Holder’s Obligations. (i) Each Holder agrees that:
(a) upon providing a Registration Notice that contains substantially the information required by clause (b) of this Section 6, upon receipt such Holder shall become a Notice Holder within the meaning of this Agreement and shall have the rights and obligations applicable to Holders and/or Notice Holders under this Agreement;
(b) it shall be not be entitled to sell any notice from Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with a Registration Notice, within the time prescribed by this Agreement, relating to such Registration Statement and containing (i)(A) if such Holder is not included as a selling stockholder in the Prospectus relating to such Registration Statement, all information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus, or (B) if such Holder is included as a selling stockholder in the Prospectus relating to such Registration Statement, (x) any information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus in order to make the information previously furnished to the Company regarding such Holder and the distribution of such Registrable Securities contained in such Prospectus not misleading, or (y) a certification from such Holder that no such information is required to be disclosed, (ii) in the case of a Registration Notice relating to the registration of Class F Conversion Stock, certification of the occurrence of a Class F Conversion Event, (iii) any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, other information regarding such Holder will forthwith discontinue disposition and the distribution of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required to be disclosed in such Registration Statement or the related Prospectus under applicable law or pursuant to SEC comments or requests, and (iv) any information reasonably required by the staff Company to comply with applicable law or regulation, based on the advice of counsel;
(c) following the termination of the Commission to be included in the applicable Registration StatementEffectiveness Period, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to it will notify the Company within ten (10) Business Days after receiving such request, and of request of the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment sold pursuant to the Registration Statement;
(d) if any of the Registrable Securities are to be sold in an underwritten offering, the investment banker or a supplement investment bankers and manager or managers that will manage the offering will be selected by TCI and shall be reasonably acceptable to the Prospectus, for purposes of including Company; and
(e) no Holder may participate in any underwritten offering hereunder unless such Holder as a selling Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any applicable underwriting agreement and (ii) completes and executes all questionnaires, powers of attorney, indemnities, agreements and other documents required under the Registration Statementterms of such underwriting agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Trizec Canada Inc), Registration Rights Agreement (Munk Peter)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trustee may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trustee in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trustee may, from time to time, reasonably request in writing (the Commission to be included in “Required Information”) and the applicable Registration Statement, the Company Trustee may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trustee any additional Required Information as a selling Holder under the Trustee may reasonably request so that the Trustee may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (VOC Brazos Energy Partners, LP), Registration Rights Agreement (MV Oil Trust)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Registrable Securities, that no Holder shall be entitled to sell any of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that with a Notice and Questionnaire as required pursuant to Section 2(e) hereof (including the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in such Notice and Questionnaire) and the applicable Registration Statement, information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may exclude from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such registration Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that, neither such Holder nor any underwriter participating in any disposition pursuant to any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten that would constitute an Issuer Free Writing Prospectus (10) Business Days after receiving such request, and the Company shall have no obligation to register as defined in Rule 433 under the Securities Act Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails Act) required to furnish such information; provided that upon being furnished with such information be filed by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company (and except for as promptly as reasonably practicable file a post-effective amendment to otherwise provided in any underwriting agreement entered into by the Registration Statement, or a supplement to the Prospectus, for purposes of including Company and any such Holder as a selling Holder under the Registration Statementunderwriter).
Appears in 2 contracts
Samples: Registration Rights Agreement (On Semiconductor Corp), Registration Rights Agreement (On Semiconductor Corp)
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition holder of Registrable Securities or agrees, by becoming a transferee of any Registrable Liquidated Damages Warrant Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by holder has furnished the Company that with the use of notice required pursuant to Section 2.1(d) hereof (including the applicable Prospectus may be resumed, information required to accompany such notice) and, if so directed by the Company, such Holder will deliver to the Company (at promptly after the Company's expense) all copies in request, such Holder's possession, other than permanent file copies then in information regarding such Holder's possession, holder and the distribution of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that as the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as from time to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the time reasonably request. The Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller holder who fails to does not furnish such information which provided above for so long as such information is not otherwise readily available so furnished. Each holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company within ten (10) Business Days after receiving such request, and all information required to be disclosed in order to make the information previously furnished to the Company shall have no obligation to register under the Securities Act the by such holder not misleading. Any sale of any Registrable Securities or Registrable Liquidated Damages Warrant Securities by any holder shall constitute a representation and warranty by such holder that the information relating to such holder and its plan of distribution is as set forth in the Prospectus delivered by such holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a seller who so fails material fact relating to furnish such information; provided holder or its plan of distribution and that upon being furnished with such information by a HolderProspectus does not as of the time of such sale omit to state any material fact relating to such holder or its plan of distribution necessary to make the statements in such Prospectus, including by in light of the circumstances under which they were made, not misleading.
(b) The Company agrees (x) that if any permitted transferee holder of Registrable Securities or shall send a written notice to the Company of an intended distribution of Registrable Liquidated Damages Warrant Securities, whether before or after Securities under the Shelf Registration Statement is declared effectivepursuant to Section 2.1(d), the Company shall not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the period from first day of the applicable Selling Period until the date that is 90 days after the date when such holder shall have made such distribution of Registrable Securities under the Shelf Registration, as promptly as reasonably practicable file a post-effective amendment the holder or managing underwriter (in the case of an Underwritten Offering) shall advise the Company (provided that if the holder or -------- managing underwriter shall fail to advise the Company of any such date prior to the Registration Statementend of the applicable Selling Period, such period shall end on the last day of the applicable Selling Period), except (i) as part of such registration, (ii) pursuant to registrations on Form S-4 or S-8 or any successor or similar forms thereto or (iii) as otherwise permitted by the managing underwriter of such offering (if any), and (y) to use all reasonable efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a supplement public offering) to agree not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of such securities during such period except as part of such underwritten registration; provided that no holder of Registrable Securities included in any -------- underwritten registration shall be required to make any representations or warranties to the Prospectus, for purposes Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of including such Holder as a selling Holder under the Registration Statementdistribution.
Appears in 2 contracts
Samples: Registration Rights Agreement (Union Labor Life Insurance Co), Stock Purchase and Sale Agreement (Union Labor Life Insurance Co)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from It shall be a condition precedent to the Company Company's obligations under Section 2 hereof that each of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition Holders of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant included in any registration hereunder furnish to the Registration Statement at issue until Company in writing such Holder's receipt information regarding that Holder and the distribution of the copies of Registrable Securities proposed by that Holder as the supplemented Company may reasonably request to complete or amended Prospectus contemplated amend the information required by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") registration statement to be filed by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver pursuant to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeSection 3(a).
(ii) Each Holder agrees that the Company may require each seller The Holders of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which included in any registration is being effected hereunder shall, and shall cause the underwriters, if any, thereof and the sales or placement agents, if any, therefor to, (A) offer to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration sell or otherwise distribute the Registrable Securities in reliance upon a registration contemplated by this Agreement only after a registration statement shall have been filed with the SEC, (B) sell or otherwise distribute the Registrable Liquidated Damages Warrant Securities in reliance upon such registration only if a registration statement is then effective under the Securities Act, (C) comply with the provisions of any seller who fails to furnish such information which is not otherwise readily available Section 3(a)(vi)(1) hereof, (D) distribute the Registrable Securities only in accordance with the manner of distribution contemplated by the prospectus and (E) report to the Company within ten distributions made by the Holders, the underwriters or the agents of Registrable Securities pursuant to the prospectus.
(10iii) Business Days after receiving such requestThe Holders of Registrable Securities included in any registration hereunder, and the underwriters, if any, thereof and the sales or placement agents, if any, therefor, shall not, during the Registration Period, (A) effect any stabilization transactions or engage in any stabilization activity in connection with the Common Stock or other equity securities of the Company shall have no obligation to register in contravention of Regulation M under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration StatementExchange Act, or a supplement (B) permit any "Affiliated Purchaser" (as that term is defined in Regulation M under the Exchange Act) to the Prospectus, bid for purposes of including or purchase for any account in which any such Holder as has a selling Holder beneficial interest, or attempt to induce any other Person to purchase, any shares of Common Stock or other equity securities in contravention of Regulation M under the Registration StatementExchange Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Seachange International Inc), Registration Rights Agreement (Seachange International Inc)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j). The Trustee may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trustee in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trustee may, from time to time, reasonably request in writing (the Commission to be included in “Required Information”) and the applicable Registration Statement, the Company Trustee may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trustee any additional Required Information as a selling Holder under the Trustee may reasonably request so that the Trustee may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Whiting Petroleum Corp), Registration Rights Agreement (Whiting Usa Trust I)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trust may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trust in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trust may, from time to time, reasonably request in writing (the Commission to be included in “Required Information”) and the applicable Registration Statement, the Company Trust may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trust any additional Required Information as a selling Holder under the Trust may reasonably request so that the Trust may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trust with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trust all information required to be disclosed in order to make the information previously furnished to the Trust by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trust may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus relating to or provided by such Holder, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pacific Coast Oil Trust), Registration Rights Agreement (Pacific Coast Energy Co LP)
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition holder of Registrable Securities agrees, by becoming an owner or transferee of any Registrable Liquidated Damages Warrant Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by holder has furnished the Company that with any applicable notice required pursuant to Article 2 hereof (including the use of the applicable Prospectus may be resumed, information required to accompany such notice) and, if so directed by the Company, such Holder will deliver to the Company (at promptly after the Company's expense) all copies in request, such Holder's possession, other than permanent file copies then in information regarding such Holder's possession, holder and the distribution of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that as the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as from time to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the time reasonably request. The Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller holder who fails to does not furnish such information which provided above for so long as such information is not otherwise readily available so furnished. Each holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company within ten (10) Business Days after receiving such request, and all information required to be disclosed in order to make the information previously furnished to the Company shall have no obligation to register under the Securities Act the by such holder not misleading. Any sale of any Registrable Securities or Registrable Liquidated Damages Warrant Securities by any holder shall constitute a representation and warranty by such holder that the information relating to such holder and its plan of distribution is as set forth in the Prospectus delivered by such holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a seller who so fails material fact relating to furnish such information; provided holder or its plan of distribution and that upon being furnished with such information by a HolderProspectus does not as of the time of such sale omit to state any material fact relating to such holder or its plan of distribution necessary to make the statements in such Prospectus, including by in light of the circumstances under which they were made, not misleading.
(b) The Company agrees (x) that if any permitted transferee holder of Registrable Securities shall send a written notice to the Company of an intended distribution of Registrable Securities under the Shelf Registration pursuant to Section 2.1(d) or Registrable Liquidated Damages Warrant Securities, whether before or after the Demand Registration Statement is declared effectivepursuant to Section 2.2, the Company shall not sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the period from first day of the applicable Selling Period until the date that is 90 days after the date when such holder shall have made such distribution of Registrable Securities under the Shelf Registration or Demand Registration, as the case may be, as the holder or Managing Underwriter (in the case of an Underwritten Offering) shall advise the Company (provided, that if the holder or Managing Underwriter shall fail to advise the Company of any such date prior to the end 18 19 of the applicable Selling Period, such period shall end on the last day of the applicable Selling Period), except (i) as part of such registration, (ii) pursuant to registrations on Form S-4 or S-8 or any successor or similar forms thereto or (iii) as otherwise permitted by the Managing Underwriter of such offering (if any), and (y) to use all commercially reasonable best efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a public offering) to agree not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of such securities during such period except as part of such underwritten registration; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.
(c) During any Selling Period (other than during a Deferral Period), immediately upon the existence of any fact or the occurrence of any event as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or a Prospectus shall contain any untrue statement of a material fact or omit to state any 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, upon being notified by the Company promptly as reasonably practicable file a discontinue use of such Registration Statement until the Company in accordance with its obligations under this Agreement prepares and files an amendment or post-effective amendment to the each Registration Statement, Statement or a supplement to the Prospectus, for purposes of including related Prospectus or any document incorporated therein by reference or file any other required document (such Holder as a selling Holder under Current Report on Form 8-K) that would be incorporated by reference into the Registration StatementStatement so that the Registration Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and so that the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any 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, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder.
(d) Deliver to prospective investors and investors copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto in accordance with the Securities Act and applicable state securities laws.
Appears in 1 contract
Samples: Registration Rights Agreement (American International Group Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities necessary to make the statements therein, in light of circumstances in which they were made, not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffective Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement unless and until the Company is notified otherwise.
(b) Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such requestHolder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.
(c) The Holders shall not offer Registrable Securities under the Shelf Registration Statement in an underwritten offering without the Company’s prior written consent. Any underwritten offering agreed to by the Company shall have no obligation be on terms and conditions agreed to register under by the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished Company in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the offering. The Company shall as promptly as reasonably practicable file a post-effective amendment not be required to the Registration Statement, or a supplement undertake more than three underwritten offerings pursuant to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementthis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Nasdaq Omx Group, Inc.)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Registrable Securities, that no Holder shall be entitled to sell any of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in such Notice and Questionnaire and the applicable Registration Statement, information set forth in the next sentence and a sales notice (a "SALES NOTICE") setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than three Business Days prior to the proposed sales date). Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may exclude from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such registration Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder acknowledges and agrees that a Sales Notice will only be valid for a period of five Business Days commencing with the proposed sales date and that if any of the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish which such information which is Sales Notice relates are not otherwise readily available sold during such period, a new Sales Notice will need to be submitted to the Company within ten (10) not later than three Business Days after receiving such requestprior to the new proposed sales date. Notwithstanding the foregoing, no Sales Notice may be submitted, or if submitted will be of no force and effect, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails may be sold pursuant to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Shelf Registration Statement if a Deferral Period is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementthen in effect.
Appears in 1 contract
Samples: Registration Rights Agreement (Williams Companies Inc)
Holder’s Obligations. In connection with the registration rights granted pursuant to this Agreement, the Holders shall:
(ia) Each furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as is reasonably required by the Company to effect the registration of the Registrable Securities at least ten Business Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement;
(b) cooperate with the Company, as reasonably requested by the Company, in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder agrees that, has notified the Company in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from the Registration Statement;
(c) upon receipt of any notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(B)Section 5.3, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such each Holder will forthwith immediately discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue covering such Registrable Securities until such Holder's receipt of the it receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed5.3, and, and if so directed by the Company, such each Holder will deliver to the Company (at the expense of the Company's expense) or destroy (and deliver to the Company a certificate of destruction) all copies in such the Holder's possession, ’s possession (other than permanent a limited number of file copies then in such Holder's possession, copies) of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities that is current at the time of receipt of such notice.;
(iid) Each Holder agrees that comply with the Company may require each seller prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement; and
(e) if participating in an underwritten public offering, enter into and perform such Holder’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering, and will take such other actions as are reasonably required in order to expedite or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by facilitate the staff disposition of the Commission to be included in the applicable Registration StatementRegistrable Securities, unless such Holder has notified the Company may in writing of such Holder’s election to exclude all of its Registrable Securities from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof. Each Notice Holder agrees that, upon receipt promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any notice from Registrable Securities by any Holder shall constitute a Exhibit A-10 Grupo Galicia Agreement representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder acknowledges and agrees that a Notice and Questionnaire will only be valid for a period of 30 Business Days commencing with the proposed sales date and that if any of the Registrable Securities to which such Notice and Questionnaire relates are not sold during such period, a new Notice and Questionnaire will need to be submitted to the Company not later than five (5) Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Notice and Questionnaire may be submitted, or if submitted will be of the occurrence of any event specified in Sections 3(a)(iv)(B)no force and effect, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of and no Registrable Securities or Registrable Liquidated Damages Warrant Securities may be sold pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it if a Deferral Period is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeeffect.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Note Purchase Agreement (Grupo Financiero Galicia Sa)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required hereunder (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request, upon receipt including, without limitation, the number of Replacement Preferred Shares held by such Holders. Any sale of any notice from Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the Company information relating to such Holder and its plan of distribution is as set forth in the Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the occurrence time of such sale contain any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) untrue statement of a material fact relating to or any Delay Notice, provided by such Holder will forthwith discontinue disposition or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities pursuant to the Shelf Registration Statement that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), unless it has obtained the prior written consent of the Company.
(b) Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to any Shelf Registration Statement until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trustee may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trustee in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trustee may, from time to time, reasonably request in writing (the Commission to be included in "Required Information") and the applicable Registration Statement, the Company Trustee may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trustee any additional Required Information as a selling Holder under the Trustee may reasonably request so that the Trustee may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Permian Basin Royalty Trust)
Holder’s Obligations. (i) Each Holder agrees that:
(a) upon providing a Registration Notice that contains substantially the information required by clause (b) of this Section 6, upon receipt such Holder shall become a Notice Holder within the meaning of this Agreement and shall have the rights and obligations applicable to Holders and/or Notice Holders under this Agreement;
(b) it shall be not be entitled to sell any notice from Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with a Registration Notice, within the time prescribed by this Agreement, relating to such Registration Statement and containing (i)(A) if such Holder is not included as a selling stockholder in the Prospectus relating to such Registration Statement, all information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus, or (B) if such Holder is included as a selling stockholder in the Prospectus relating to such Registration Statement, (x) any information regarding such Holder and the distribution of such Registrable Securities that is required to be disclosed in such Prospectus in order to make the information previously furnished to the Company regarding such Holder and the distribution of such Registrable Securities contained in such Prospectus not misleading, or (y) a certification from such Holder that no such information is required to be disclosed, (ii) in the case of a Registration Notice relating to the registration of Class F Conversion Stock, certification of the occurrence of a Class F Conversion Event, (iii) any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, other information regarding such Holder will forthwith discontinue disposition and the distribution of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required to be disclosed in such Registration Statement or the related Prospectus under applicable law or pursuant to SEC comments or requests, and (iv) any information reasonably required by the staff Company to comply with applicable law or regulation, based on the advice of counsel;
(c) following the termination of the Commission to be included in the applicable Registration StatementEffectiveness Period, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to it will notify the Company within ten (10) Business Days after receiving such request, and of request of the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment sold pursuant to the Registration Statement;
(d) if any of the Registrable Securities are to be sold in an underwritten offering, the investment banker or a supplement investment bankers and manager or managers that will manage the offering will be selected by TCI and shall be reasonably acceptable to the Prospectus, for purposes of including Company; and
(e) no Holder may participate in any underwritten offering hereunder unless such Holder as a selling Holder (i) agrees to sell such Holder’s Registrable Securities on the basis provided in any applicable underwriting agreement and (ii) completes and executes all questionnaires, powers of attorney, indemnities, agreements and other documents required under the Registration Statementterms of such underwriting agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Trizec Properties Inc)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j). The Trust may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trust in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trust may, from time to time, reasonably request in writing (the Commission to be included in “Required Information”) and the applicable Registration Statement, the Company Trust may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trust any additional Required Information as a selling Holder under the Trust may reasonably request so that the Trust may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trust with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trust all information required to be disclosed in order to make the information previously furnished to the Trust by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trust may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Whiting USA Trust II)
Holder’s Obligations. (ia) Each Holder agrees by acquisition of Registrable Securities that, upon receipt of any notice Deferral Notice from the Company of the occurrence existence of any event specified fact of the kind described in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(FSection 3(i)(B) or any Delay Noticehereof, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue until until:
(i) such Holder's receipt of the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii3(i) or until it hereof; or
(ii) such Holder is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC's EDGAR system). If so directed by the Company, such each Holder will deliver to delivex xx the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities that was current at the time of receipt of such noticeDeferral Notice.
(iib) Each Holder agrees agrees, by acquisition of the Registrable Securities, that the Company may require each seller no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or Registrable Liquidated Damages Warrant Securities to receive a copy of the Prospectus relating thereto, unless such Holder has furnished the Company with a completed Notice and Questionnaire as required pursuant to which any registration is being effected Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to it the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such seller Notice Holder and the distribution of such Registrable Securities as may be required by the staff Company to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the Commission time of such sale contain any untrue statement of material fact relating to be included or provided by such Holder and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder necessary to make the statements in such Prospectus, in the applicable Registration Statementlight of the circumstances under which they were made, not misleading. Each Holder further agrees, following termination of the Company may exclude from such registration Effectiveness Period, to notify the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company Company, within ten (10) Business Days after receiving such of a request, and of the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after sold pursuant to the Registration Statement is declared effectiveand, in the absence of a response, the Company shall as promptly as reasonably practicable file a post-effective amendment to may assume that all of the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementHolder's Registrable Securities were so sold.
Appears in 1 contract
Samples: Registration Rights Agreement (Ocwen Financial Corp)
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(f)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(f)(iii) or any Delay Notice4(f)(iv) hereof, or of a Deferral Period pursuant to Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(m) hereof, or until it is advised in writing (the "ADVICE") by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver and has received copies of any amendments or supplements thereto. Notwithstanding anything to the Company (at the Company's expense) all copies in such Holder's possessioncontrary contained herein, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that neither the Company may require each seller nor the Guarantor shall have any liability for any incremental expenses incurred as a result of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities an underwritten offering of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Core Laboratories N V)
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Electing Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Electing Holder not misleading (including changes to its holdings of Registrable Securities) and any other information regarding such Electing Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Electing Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the such Registration Statement at issue until such Electing Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedused, and, if so directed and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, Prospectus. Each Electing Holder agrees to comply with the provisions of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller 1933 Act relating to prospectus delivery in connection with any offering of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available pursuant to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Shelf Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacificare Health Systems Inc /De/)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Transfer Restricted Securities, that no Holder of Transfer Restricted Securities shall be entitled to sell any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, of such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Transfer Restricted Securities pursuant to the any Shelf Registration Statement at issue until or to receive a prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that with a Notice and Questionnaire as required pursuant to Section 1(d) hereof and the use of information set forth in the applicable Prospectus may be resumed, and, if so directed by the Company, such next sentence. Each Notice Holder will deliver agrees promptly to furnish to the Company (at all information required to be disclosed in order to make the Company's expense) all copies information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder's possessionHolder in connection with such disposition, other than permanent file copies then in that such Holder's possession, prospectus does not as of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such notice.
sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than five (ii5) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such requestHolder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be named as a selling securityholder in the related prospectus, will be required to deliver a prospectus to the purchaser, and will be subject to certain of the Company shall have no obligation to register civil liability provisions under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement's sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Valassis Communications Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire), any information regarding such Holder that is requested by the SEC and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedused, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all and has received copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities additional or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information supplemental filings incorporated by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementreference therein.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration or to receive or use a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(b) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence.
(b) Each Notice Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration or the Prospectus under applicable law or pursuant to Commission comments.
(c) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant to sell Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company accordance with this Agreement, including, without limitation, that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such each Holder will deliver agrees not to sell any Registrable Securities pursuant to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities Shelf Registration outside any Resale Period or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeduring any Deferral Period.
(iid) Each Holder agrees that not to sell any Registrable Securities without delivering, or causing to be delivered, a Prospectus to the Company may require each seller purchaser thereof.
(e) Each Holder agrees to notify the Company, following termination of any Resale Period and within 5 Business Days of the Company's request for such information, of the amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities as sold pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included Shelf Registration, and, in the applicable Registration Statementabsence of a response, the Company may exclude from such registration assume that all of the Holder's Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who were so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementsold.
Appears in 1 contract
Samples: Registration Rights Agreement (Micron Technology Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within 20 Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to he stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the effectiveness of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or any Delay Notice4(c)(iv) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be maybe resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all and it has received copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities any amendments or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) supplements thereto. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which keep any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementnotice confidential.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder holder of Registrable Securities agrees, by acquisition of the Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such holder has furnished the Company with all material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreement. Any sale of any Registrable Securities by any holder thereof shall constitute a representation and warranty by such holder that the information regarding such holder is as set forth in the Prospectus delivered by such holder in connection with such disposition, and that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding such holder or omit to state any material fact regarding such holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading, solely to the extent such facts are based upon information regarding such holder furnished in writing to the Company by such holder for use in such Prospectus. Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(FSection 2.1(c) or any Delay Noticehereof, such Holder holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii2.1(g) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeProspectus.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Amtrust Financial Services, Inc.)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within twenty (20) Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company suspending the availability of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any Delay Noticesuch notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticethereto.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (a) Each Selling Holder shall:
(i) furnish to the Company such information regarding such Selling Holder and its affiliates, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's Registrable Securities, and cooperate with the Company in preparing such registration statement and in complying with the requirements of the Securities Act;
(b) In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer any Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Securities (other than, in the case of the Selling Holders under the Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the case may be), or exercise any right to register any such securities, during the period commencing ten days prior to the anticipated effective date of such registration statement and ending 90 days from the effective date of such registration statement. In order to enforce the foregoing agreement, the Company shall be entitled to impose stop-transfer instructions with respect to the Registrable Securities of each Holder until the end of such period.
(c) Each Selling Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of (i) any request by the occurrence Commission for amendments or supplements to a Registration Statement or related prospectus covering any of such Selling Holder's Registrable Securities, (ii) the issuance by the Commission of any stop order suspending the effectiveness of a registration statement covering any of such Selling Holder's Registrable Securities or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event specified that requires the making of any changes in Sections 3(a)(iv)(B)the registration statement covering any of such Selling Holder's Registrable Securities so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that any related prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, 3(a)(iv)(C)in light of the circumstances under which they were made, 3(a)(iv)(E)not misleading, 3(a)(iv)(Fand (v) the Company's good faith reasonable determination that a post-effective amendment to a registration statement covering any of such Selling Holder's Registrable Securities or a supplement to any Delay Notice, related prospectus is required under the Securities Act; such Selling Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus prospectus (as amended or supplemented, as the case may be) and disposition of the Registrable Securities covered thereby pursuant thereto may be resumed; provided, andhowever, if so directed by the Company, (x) that such Selling Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller shall not resume its disposition of Registrable Securities pursuant to such registration statement or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to related prospectus unless it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, has received notice from the Company may exclude from that such registration the Registrable Securities statement or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register amendment has become effective under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.and
Appears in 1 contract
Samples: Registration Rights Agreement (Financial Performance Corp)
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Notice Holder agrees to keep confidential the receipt by such Notice Holder of any Suspension Notice and the contents thereof, except as required pursuant to applicable law; provided, however, that the foregoing covenant shall in no way affect or limit the right of any Holder to sell Registrable Securities other than pursuant to a Shelf Registration Statement. Each Notice Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, if such Holder will forthwith discontinue disposition of has elected to sell Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which accordance with any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Shelf Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such requestit shall deliver, and the Company shall have no obligation to register under in accordance with the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectiveAct, the Company shall as promptly as reasonably practicable file a post-effective amendment most recent applicable Prospectus provided to such holder by the Registration Statement, Issuers pursuant to Section 2(d) or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementSection 3(g).
Appears in 1 contract
Samples: Registration Rights Agreement (Matria Healthcare Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities without delivering to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:
(ia) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three business days prior to the first anticipated Filing Date of the Registration Statement (and any other amendments), the Company shall notify each Holder of the information the Company requires from each such Holder.
(b) Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statements hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statements.
(c) In the event Holders holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Holder agrees to enter into and perform such Holder's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement.
(d) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(FSection 3.1(f) or any Delay NoticeSection 3.1(g), such Holder will forthwith immediately discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(a)(viii3.1(f) or until it is advised in writing (the "ADVICE"Section 3.1(g) by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will shall deliver to the Company (at the expense of the Company's expense) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(e) No Holder may participate in any underwritten registration hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) Each Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees that to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementSection 5.1 below.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within 20 Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company of the occurrence Company suspending the effectiveness of the Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or any Delay Notice4(c)(iv) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all and has received copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities any amendments or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) supplements thereto. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which keep any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementnotice confidential.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any notice Deferral Notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay NoticeCompany, such Holder will shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue registration statement applicable to such Registrable Securities until such Holder's receipt of the Holder (i) shall have received copies of the such amended or supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver shall delivery to the Company (at the Company's ’s expense) all copies in such Holder's possessioncopies, other than permanent file copies copies, then in such Holder's possession, ’s possession of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
notice or (ii) Each Holder agrees shall have received notice from the Company that the Company may require each seller disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available pursuant to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Shelf Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementmay continue.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the such Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedused, and, if so directed and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, Prospectus. Each Notice Holder agrees to comply with the provisions of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller Act relating to prospectus delivery in connection with any offering of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available pursuant to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Shelf Registration Statement.
Appears in 1 contract
Holder’s Obligations. Each Holder agrees, by acquisition of the Securities, that no Holder of Securities shall be entitled to sell any of such Securities pursuant to the Shelf Registration Statement, or to receive a prospectus relating thereto, unless such Xxxxxx has furnished the Company, prior to any attempted or actual distribution of Securities under the Shelf Registration Statement, with a written notice and questionnaire delivered to the Company by the deadline for response set forth therein and containing substantially the information called for by the Selling Securityholder Notice and Questionnaire substantially in the form attached as Annex E hereto (ia “Completed Questionnaire”) and the information set forth in the next sentence. Each Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading and any other information regarding such Holder and the distribution of such Securities as the Company may from time to time reasonably request. Any sale of any Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, upon that such prospectus does not, as of the time of such sale, contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not, as of the time of such sale, omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees to keep confidential the receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities received pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
clauses (ii) Each Holder agrees that through (v) of Section 3(b) and the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities contents thereof, except as required pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available law. Notwithstanding anything to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectivecontrary herein, the Company shall as promptly as reasonably practicable file be under no obligation to name any Holder that has not provided a post-effective amendment Completed Questionnaire by the deadline for response set forth therein with respect to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under securityholder in the Shelf Registration StatementStatement or any related prospectus.
Appears in 1 contract
Holder’s Obligations. In connection with the registration of the Registrible Securities, each Holder shall have the following obligations:
(ia) It shall be a condition precedent to the obligations of the Company to complete each registration pursuant to this Agreement with respect to the Registrable Shares that each Holder shall have furnished to the Company such information regarding itself, the Registrable Shares held by it and the intended method of disposition of the Registrable Shares held by it as shall be reasonably required to effect the registration of such Registrable Shares and shall execute such questionnaires addressing these matters in connection with a registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement (and any other amendments) hereunder, the Company shall notify each Holder of the information the Company requires from each such Holder.
(b) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Suspension Notice, such Holder will forthwith immediately discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities Shares pursuant to the Registration Statement at issue covering such Registrable Shares until such Holder's receipt of the copies End of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, Suspension Notice and, if so directed by the Company, such Holder will shall deliver to the Company (at the expense of the Company's expense) or destroy all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities Shares current at the time of receipt of such noticethe Suspension Notice.
(iic) Each In the event Holder(s) holding a majority-in-interest of the Registrable Shares being registered determine to engage the services of an underwriter, each Holder agrees that to enter into and perform such Holder's obligations under an underwriting agreement, in usual and customary form for secondary offerings, at the time of execution, including, without limitation, indemnification and contribution obligations customary for selling security holders, and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares, unless such Holder has notified the Company may require each seller in writing of such Holder's election to exclude all of such Holder's Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude Shares from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
(d) No Holder may participate in any underwritten registration hereunder unless such Holder (i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwriting arrangements entered into by the Company, in usual and customary form, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 8 below.
Appears in 1 contract
Holder’s Obligations. In connection with the registration of the Registrable Securities, the Holder shall:
(a) If the Registration Statement refers to the Holder by name or otherwise as the holder of any securities of the Company, have the right to require (if such reference to the Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to the Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
(b) (i) Each 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(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c), (ii) comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement and (iii) furnish to the Company information regarding such Holder agrees thatand the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any Holder that fails to furnish such information within a reasonable time prior to the filing of each Registration Statement, supplemented Prospectus and/or amended Registration Statement.
(c) upon receipt of any a notice from the Company of the occurrence of any event specified of the kind described in Sections 3(a)(iv)(BSection 3(c)(ii), 3(a)(iv)(C3(c)(iii), 3(a)(iv)(E3(c)(iv), 3(a)(iv)(F3(c)(v) or any Delay Notice3(m), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to under the Registration Statement at issue until such the Holder's receipt of the copies of the supplemented or Prospectus and/or amended Prospectus Registration Statement contemplated by Section 3(a)(viii) 3(j), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeRegistration Statement.
(iid) Each Holder agrees that In the Company may require each seller event of a sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment Purchaser pursuant to the Registration Statement, or a supplement the Purchaser must also deliver to the ProspectusCompany's transfer agent, for purposes with a copy to the Company, a Certificate of including such Holder Subsequent Sale substantially in the form attached hereto as a selling Holder under Exhibit C, so that the Registration Statementshares may be properly transferred.
Appears in 1 contract
Samples: Registration Rights Agreement (Chordiant Software Inc)
Holder’s Obligations. (i) Each Holder agrees that, upon receipt It shall be a condition precedent to the Company's obligations under Section 2 hereof that each of the Holders included in any notice from registration hereunder furnish to the Company in writing such information regarding that Holder and the distribution of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities proposed by that Holder as the Company may reasonably request to complete or Registrable Liquidated Damages Warrant Securities pursuant amend the information required by the registration statement to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") be filed by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver pursuant to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeSection 3(a).
(ii) Each Holder agrees that The Holders included in any registration hereunder shall, and shall cause the underwriters, if any, thereof and the sales or placement agents, if any, therefor to, (A) offer to sell or otherwise distribute the Registrable Securities in reliance upon a registration contemplated by this Agreement only after a registration statement shall have been filed with the SEC, (B) sell or otherwise distribute the Registrable Securities in reliance upon such registration only if a registration statement is then effective under the Securities Act, (C) comply with the provisions of Section 3(a)(vi)(1) hereof, (D) distribute the Registrable Securities only in accordance with the manner of distribution contemplated by the prospectus and (E) report to the Company may require each seller distributions made by the Holders, the underwriters or the agents of Registrable Securities or pursuant to the prospectus.
(iii) The Holders of Registrable Liquidated Damages Warrant Securities as to which included in any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such requesthereunder, and the underwriters, if any, thereof and the sales or placement agents, if any, therefor, shall not, during the Registration Period, (A) effect any stabilization transactions or engage in any stabilization activity in connection with the Common Stock or other equity securities of the Company shall have no obligation to register in contravention of Regulation M under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration StatementExchange Act, or a supplement (B) permit any "Affiliated Purchaser" (as that term is defined in Regulation M under the Exchange Act) to the Prospectus, bid for purposes of including or purchase for any account in which any such Holder as has a selling Holder beneficial interest, or attempt to induce any other Person to purchase, any shares of Common Stock or other equity securities in contravention of Regulation M under the Registration StatementExchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Concurrent Computer Corp/De)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence of any event specified in Sections 3(a)(iv)(B)Registrable Securities, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition that no holder of Registrable Securities or shall be entitled to sell any of such Registrable Liquidated Damages Warrant Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it with such information regarding such seller Holder and the distribution of such Registrable Securities as may be required by the staff of the Commission to be included in the applicable Registration Statement, Statement or the Prospectus or as the Company may from time to time reasonably request in writing. The Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller Holder who fails to does not furnish such information which provided above for so long as such information is not otherwise readily available so furnished. Each Holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company within ten (10) Business Days after receiving such request, and all information required to be disclosed in order to make the information previously furnished to the Company shall have no obligation to register under the Securities Act the by such Holder not misleading. Any sale of any Registrable Securities or Registrable Liquidated Damages Warrant Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a seller who so fails material fact relating to furnish such information; provided Holder or its plan of distribution and that upon being furnished with such information by Prospectus does not as of the time of such sale omit to state any material fact relating to such Holder or its plan of distribution necessary to make the statements in such Prospectus, in light of the circumstances under which they were made, not misleading. In the event (A) of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v), or 4(c)(vi) hereof or (B) that, in the judgment of the Company, it is advisable to suspend use of the Prospectus for a Holder, including by any permitted transferee discrete period of Registrable Securities time due to pending material corporate developments or Registrable Liquidated Damages Warrant Securities, whether before or after similar material events that have not yet been publicly disclosed and as to which the Registration Statement is declared effectiveCompany believes public disclosure will be prejudicial to the Company, the Company shall as promptly as reasonably practicable file deliver a post-effective amendment certificate in writing, signed by an authorized executive officer of the Company, to the Registration Statement, or a supplement Holders to the Prospectuseffect of the foregoing and, for purposes upon receipt of including such certificate, each such Holder shall not sell any Registrable Securities and shall not use the Prospectus until it is advised in writing by the Company that the Prospectus may be used and such Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed, and sales of Registrable Securities may commence, as soon as practicable and, in the case of a selling Holder under pending material corporate development or similar material event, as soon as the Registration Statementearlier of (x) public disclosure of such pending material corporate development or similar material event or (y) in the reasonable judgment of the Company, public disclosure of such material corporate development or similar material event would not be prejudicial to the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Santa Barbara Restaurant Group Inc)
Holder’s Obligations. (i) 4.1. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a U.S. Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Selling Securityholder Notice and Questionnaire as required pursuant to 2.4 hereof (including the information required to be included in such Selling Securityholder Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to maintain the accuracy of the information previously furnished to the Company by such Notice Holder and to provide any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
4.2. Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Registration Statement at issue until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3.8, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by used again for the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, resale of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeSecurities.
(ii) Each Holder agrees that 4.3. In the Company may require each seller event of a sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement., if requested by the Company, the Holder shall deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached here to as Exhibit A.
Appears in 1 contract
Samples: Registration Rights Agreement (Golden Star Resources LTD)
Holder’s Obligations. In connection with the registration of the Registrable Securities, a Holder shall have the following obligations:
(ia) Each such Holder agrees thatshall furnish to the Company such information regarding itself, the Registrable Securities held by it, other securities of the Company held by it, its affiliations with broker-dealers, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and such Holder shall execute such documents in connection with such registration as the Company may reasonably request;
(b) each Holder, shall cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements, unless such Holder has notified the Company in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from the applicable Registration Statement, in which case such Holder is not required to cooperate in connection with such preparation and filing until it notifies the Company of its desire to include Registrable Securities in a Registration Statement;
(c) each Holder whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Holder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sales;
(d) each Holder shall notify the Company promptly, but in any event within five Business Days after the date on which all Registrable Securities covered by a Registration Statement which are owned by such Holder have been sold by such Holder, if such date is prior to the expiration of the Registration Period;
(e) each Holder, upon receipt of any written notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(B)Section 3.2, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith shall immediately discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, 3.2 and, if so directed by the Company, such Holder will shall deliver to the Company (at the expense of the Company's expense) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, ’s possession (other than a limited number of permanent file copies then in such Holder's possessioncopies), of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.;
(f) no Holder may participate in any underwritten distribution pursuant to a Registration Statement under Sections 2.1 or 2.2 unless such Holder (i) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration delivers the Registrable Securities or Registrable Liquidated Damages Warrant Securities and completes, executes and delivers all documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all Selling Expense and any seller who fails to furnish such information which is not otherwise readily available to Registration Expenses in excess of those payable by the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation pursuant to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementSection 3.4.
Appears in 1 contract
Samples: Registration Rights Agreement (Smtek International Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or relating to its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or relating to its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to a Shelf Registration Statement without delivering to the purchaser thereof a Prospectus in accordance with the requirements of all applicable securities laws.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or any Delay Notice4(c)(iv) hereof, or of a Deferral Period pursuant to Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(j) hereof, or until it is advised in writing (the "ADVICE") by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver and has received copies of any amendments or supplements thereto. Notwithstanding anything to the Company (at the Company's expense) all copies in such Holder's possessioncontrary contained herein, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that neither the Company may require each seller nor the Guarantor shall have any liability for any incremental expenses incurred as a result of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities an underwritten offering of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Nabors Industries LTD)
Holder’s Obligations. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any Selling Holder that such Selling Holder shall:
(i) Each Holder agrees that, upon receipt of any notice from furnish to the Company of such information regarding such Selling Holder and its affiliates, the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition number of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant owned and proposed to be sold by it, the Registration Statement at issue until intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's receipt Registrable Securities and cooperate with the Company in preparing such registration statement and in complying with the requirements of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.Act;
(ii) Each Holder agrees that agree to sell its Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company may require each seller or the other Persons on whose behalf the registration statement was filed have agreed to sell their securities, and execute the underwriting agreement agreed to by the Company and the Requisite Holders together with all customary custody arrangements, lock-up letters, indemnities questionnaires and other documents reasonably required by the underwriters or agents and agreed to by the Requisite Holders.
(b) In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer, in the case of a Demand Registration Statement or Piggyback Registration Statement covering Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by (other than, in the staff case of the Commission to be included in Selling Holders under the applicable Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the Company case may exclude from be), or exercise any right to register any such securities, during the period commencing 10 days prior to the anticipated effective date of such registration statement and ending 90 days from the Registrable Securities or Registrable Liquidated Damages Warrant Securities effective date of any seller who fails such registration statement. In order to furnish such information which is not otherwise readily available to enforce the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectiveforegoing agreement, the Company shall as promptly as reasonably practicable file a postbe entitled to impose stop-effective amendment transfer instructions with respect to the Registration Statement, or a supplement to Registrable Securities of each Holder until the Prospectus, for purposes end of including such Holder as a selling Holder under the Registration Statementperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Hydro Inc)
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Transfer Restricted Securities, that no Holder of Transfer Restricted Securities shall be entitled to sell any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, of such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Transfer Restricted Securities pursuant to the any Shelf Registration Statement at issue until or to receive a prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by Holder has furnished the Company, the Trust and the Guarantor with a Notice and Questionnaire as required pursuant to Section 1(d) hereof and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company, the Trust and the Guarantor all information required to be disclosed in order to make the information previously furnished to the Company, the Trust and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company and the Guarantor may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder will deliver that the information relating to such Holder and its plan of distribution is as set forth in the Company (at the Company's expense) all copies prospectus delivered by such Holder in connection with such Holder's possessiondisposition, other than permanent file copies then in that such Holder's possession, prospectus does not as of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such notice.
sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company, the Trust and the Guarantor no later than three (ii3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving business days of any sale, disposition or other transfer of Transfer Restricted Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such requestHolder shall provide written notice to the Company, the Trust and the Guarantor specifying the amount of Transfer Restricted Securities sold, disposed of or transferred and the name and address of the transferee of such Transfer Restricted Securities. Each Holder acknowledges that such Holder, when it sells Transfer Restricted Securities pursuant to a Shelf Registration Statement, will be required to be named as a selling securityholder in the related prospectus, will be required to deliver a prospectus to the purchaser, and will be subject to certain of the Company shall have no obligation to register civil liability provisions under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement's sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)
Holder’s Obligations. (ia) Each Holder of Registrable Securities agrees thatthat if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(d) and this Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon receipt of any notice from becoming a Holder and notify the Company of the occurrence of any event specified change in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(Fsuch information at least five (5) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant business days prior to the Registration Statement at issue until such Holder's receipt filing of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, . From and after the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after date the Registration Statement is declared effective, the Company shall shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Registration Statement, or a supplement use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Prospectus, for purposes Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of including any documents filed pursuant to this Section; and (iii) notify such Holder as a selling Holder promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration StatementStatement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees, following termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Transfer Restricted Securities, that no Holder of Transfer Restricted Securities shall be entitled to sell any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, of such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Transfer Restricted Securities pursuant to the any Shelf Registration Statement at issue until or to receive a prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that with a Notice and Questionnaire as required pursuant to Section 1(d) hereof and the use of information set forth in the applicable Prospectus may be resumed, and, if so directed by the Company, such next sentence. Each Notice Holder will deliver agrees promptly to furnish to the Company (at all information required to be disclosed in order to make the Company's expense) all copies information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder's possessionHolder in connection with such disposition, other than permanent file copies then in that such Holder's possession, prospectus does not as of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such notice.
sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (ii3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such requestHolder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be named as a selling securityholder in the related prospectus, will be required to deliver a prospectus to the purchaser, and will be subject to certain of the Company shall have no obligation to register civil liability provisions under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement's sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Valassis Communications Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Each Holder agrees that, by acquisition of any Registrable Securities that upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such used. Each Holder will deliver further agrees not to sell any Registrable Securities pursuant to the Company (at the Company's expense) all copies in such Holder's possessionShelf Registration Statement without delivering, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission causing to be included in the applicable Registration Statementdelivered, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available a Prospectus to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementpurchaser thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Lifepoint Hospitals, Inc.)
Holder’s Obligations. 5.1. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any Selling Holder of Registrable Securities that such Selling Holder shall:
(i) Each Holder agrees that, upon receipt of any notice from furnish to the Company of such information regarding such Selling Holder and its affiliates, the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition number of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant owned and proposed to be sold by it, the Registration Statement at issue until intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's receipt Registrable Securities, and cooperate with the Company in preparing such registration statement and in complying with the requirements of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.Act;
(ii) Each Holder agrees that agree to sell their Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company may require each seller or the other Persons on whose behalf the registration statement was being filed have agreed to sell their securities, and execute the underwriting agreement agreed to by the Company and the Majority Selling Holders and customary custody arrangements, lock-up letters, indemnities, questionnaires and other documents reasonably required by the underwriters or agents and agreed to by the Majority Selling Holders.
5.2. In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer any Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by (other than, in the staff case of the Commission to be included in Selling Holders under the applicable Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the Company case may exclude from be), or exercise any right to register any such securities, during the period commencing ten days prior to the anticipated effective date of such registration statement and ending 120 days from the Registrable Securities or Registrable Liquidated Damages Warrant Securities effective date of any seller who fails such registration statement. In order to furnish such information which is not otherwise readily available to enforce the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectiveforegoing agreement, the Company shall as promptly as reasonably practicable file a postbe entitled to impose stop-effective amendment transfer instructions with respect to the Registration Statement, or a supplement to Registrable Securities of each Holder until the Prospectus, for purposes end of including such Holder as a selling Holder under the Registration Statementperiod.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trust may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trust in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trust may, from time to time, reasonably request in writing (the Commission to be included in “Required Information”) and the applicable Registration Statement, the Company Trust may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trust any additional Required Information as a selling Holder under the Trust may reasonably request so that the Trust may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trust with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trust all information required to be disclosed in order to make the information previously furnished to the Trust by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trust may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition holder of Registrable Securities agrees, by becoming an owner or transferee of any Registrable Liquidated Damages Warrant Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Registration Statement at issue until or to receive a Prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by holder has furnished the Company that with any applicable notice required pursuant to Article II hereof (including the use of the applicable Prospectus may be resumed, information required to accompany such notice) and, if so directed by the Company, such Holder will deliver to the Company (at promptly after the Company's expense) all copies in request, such Holder's possession, other than permanent file copies then in information regarding such Holder's possession, holder and the distribution of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that as the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as from time to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the time reasonably request. The Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller holder who fails to does not furnish such information which provided above for so long as such information is not otherwise readily available so furnished. Each holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company within ten (10) Business Days after receiving such request, and all information required to be disclosed in order to make the information previously furnished to the Company shall have no obligation to register under the Securities Act the by such holder not misleading. Any sale of any Registrable Securities or Registrable Liquidated Damages Warrant Securities by any holder shall constitute a representation and warranty by such holder that the information relating to such holder and its plan of distribution is as set forth in the Prospectus delivered by such holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a seller who so fails material fact relating to furnish such information; provided holder or its plan of distribution and that upon being furnished with such information by a HolderProspectus does not as of the time of such sale omit to state any material fact relating to such holder or its plan of distribution necessary to make the statements in such Prospectus, including by in light of the circumstances under which they were made, not misleading.
(b) The Company agrees (x) that if any permitted transferee holder of Registrable Securities shall send a written notice to the Company of an intended distribution of Registrable Securities under the Shelf Registration pursuant to Section 2.1(d) or Registrable Liquidated Damages Warrant Securities, whether before or after the Demand Registration Statement is declared effectivepursuant to Section 2.2, the Company shall not sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the period from first day of the applicable Selling Period until the date that is ninety (90) days after the date when such holder shall have made such distribution of Registrable Securities under the Shelf Registration or Demand Registration, as the case may be, as the holder or Managing Underwriter (in the case of an Underwritten Offering) shall advise the Company (provided, that if the holder or Managing Underwriter shall fail to advise the Company of any such date prior to the end of the applicable Selling Period, such period shall end on the last day of the applicable Selling Period), except (i) as part of such registration, (ii) pursuant to registrations on Form S-4 or S-8 or any successor or similar forms thereto or (iii) as otherwise permitted by the Managing Underwriter of such offering (if any), and (y) to use all commercially reasonable best efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a public offering) to agree not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of such securities during such period except as part of such underwritten registration; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.
(c) During any Selling Period (other than during a Deferral Period), immediately upon the existence of any fact or the occurrence of any event as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or a Prospectus shall contain any untrue statement of a material fact or omit to state any 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, upon being notified by the Company promptly as reasonably practicable file a discontinue use of such Registration Statement until the Company in accordance with its obligations under this Agreement prepares and files an amendment or post-effective amendment to the each Registration Statement, Statement or a supplement to the Prospectus, for purposes of including related Prospectus or any document incorporated therein by reference or file any other required document (such Holder as a selling Holder under Current Report on Form 8-K) that would be incorporated by reference into the Registration StatementStatement so that the Registration Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and so that the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any 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, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder.
(d) Deliver to prospective investors and investors copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto in accordance with the Securities Act and applicable state securities laws.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any notice Deferral Notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay NoticeCompany, such Holder will shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue registration statement applicable to such Registrable Securities until such Holder's receipt of the Holder (i) shall have received copies of the such amended or supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will shall deliver to the Company (at the Company's ’s expense) all copies in such Holder's possessioncopies, other than permanent file copies copies, then in such Holder's possession, ’s possession of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
notice or (ii) Each Holder agrees shall have received notice from the Company that the Company may require each seller disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available pursuant to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Shelf Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementmay continue.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to a Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. Each Holder agrees, by acquisition of the Notes or any Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Notes or any Registrable Securities that, upon actual receipt of any notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 3(c)(iii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F3(c)(v) or any Delay Notice3(c)(vi) hereof, or of a Deferral Period pursuant to Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Registrable Liquidated Damages Warrant Securities Prospectus pursuant to the such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(a)(viii3(h)(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Registration Statement or Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver and has received copies or any amendments or supplements thereto. Notwithstanding anything to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectivecontrary contained herein, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, not have any liability for purposes of including such Holder any incremental expenses incurred as a selling Holder under the Registration Statementresult of an underwritten offering of any Registrable Securities.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(iic) Each Holder agrees that In the Company may require each seller event of a sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement., if requested by the Company, the Holder shall deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached here to as Exhibit A.
Appears in 1 contract
Samples: Registration Rights Agreement (JDS Uniphase Corp /Ca/)
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall keep confidential the receipt by it of any Suspension Notice and the contents thereof, except as required pursuant to applicable law. Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Suspension Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the a Shelf Registration Statement at issue or the related Prospectus until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in clause (C)(i) of Section 3(a)(viii) 3(i), or until it such Notice Holder is advised in writing (the "ADVICE") by the Company that the use of the applicable such Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Playboy Enterprises Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(e) hereof (including the information required to be included in such Notice and Questionnaire), any information regarding such Holder that is requested by the British Columbia Securities Commission or the SEC and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Voluntary Suspension Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(j), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(iic) Each Notice Holder agrees that the Company may require each seller of not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities as pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Shelf Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file unless such Notice Holder delivers a post-effective amendment Prospectus to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementpurchasers.
Appears in 1 contract
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees to notify the Company within 10 business days of request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company and the Guarantor may assume that all of the Holder's Registrable Securities were so sold. In addition, each Holder agrees that, :
(a) upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay a Deferral Notice, it will keep the fact of such Holder will notice confidential, forthwith discontinue disposition of its Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue Statement, and will not deliver any Prospectus forming part thereof until such Holder's receipt of the copies of the amended or supplemented Registration Statement or amended Prospectus contemplated by Section 3(a)(viii) Prospectus, as applicable, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus;
(b) if so directed by the CompanyCompany in the Deferral Notice, such Holder it will deliver to the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Holder's its possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.Prospectus; and
(iic) Each Holder agrees that the Company may require each seller sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails pursuant to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, shall only be made in the Company shall as promptly as reasonably practicable file a post-manner set forth in such currently effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (iincluding the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees, by acquiring Registrable Securities, that it will not, without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, take any action that would result in the Company being required to file with the SEC under Rule 433(d) a free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of such Holder that otherwise would not be required to be filed by the Company thereunder but for the action of such Holder. Each Holder agrees by acquisition of any Registrable Securities that, upon actual receipt of any notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 3(c)(ii), 3(a)(iv)(C3(c)(iii), 3(a)(iv)(E3(c)(iv), 3(a)(iv)(F3(c)(v) or any Delay Notice3(c)(vi) hereof, or of a Deferral Period pursuant to Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Registrable Liquidated Damages Warrant Securities Prospectus pursuant to the such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(a)(viii3(h)(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Registration Statement or Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver and has received copies or any amendments or supplements thereto. Notwithstanding anything to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectivecontrary contained herein, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, not have any liability for purposes of including such Holder any incremental expenses incurred as a selling Holder under the Registration Statementresult of an underwritten offering of any Registrable Securities.
Appears in 1 contract
Holder’s Obligations. Each Holder, by acquisition of the Registrable Securities, is deemed to have agreed that such Holder of Registrable Securities shall not be entitled to be named as a selling securityholder in the Shelf Registration Statement or the Prospectus, to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus, unless such Holder has furnished the Company with a Notice and Questionnaire (iincluding the information required to be included in such Notice and Questionnaire) and any additional information that such Holder is required to provide to the Company pursuant to this Section 4. Each Notice Holder agrees to furnish as promptly as is reasonably practicable to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to comments from the Staff. Each Holder further agrees not to sell or otherwise transfer any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus (as then amended or supplemented if applicable) to the purchaser thereof (at or prior to the time required by the Securities Act or Exchange Act, as applicable) and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder's Registrable Securities were so sold. In addition, each Holder further is deemed to have further agreed that, upon :
(a) Upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any broker, dealer or other agent acting on their behalf to forthwith discontinue) the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities and delivery of the Prospectus until such Holder shall have received written notice from the Company of to the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition effect that sales of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt may be resumed and, if applicable, a copy of the copies of the applicable supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will shall deliver to the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies copies, then in such Holder's possession, possession of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.;
(iib) Each Holder agrees that If so directed by the Company may require each seller in respect of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration Shelf Registration Statement pursuant to Section 2(a) has been or is being effected to filed, such Holder shall furnish to it the Company such information regarding such seller Holder and such Holder's intended method of distribution of such Registrable Securities as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration time to time request in writing, but only to the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish extent that such information which is not otherwise readily available required in order to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under comply with the Securities Act or comments from the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails Staff. Each such Holder agrees to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall notify as promptly as reasonably practicable file a post-effective amendment the Company of any inaccuracy or change in information previously furnished by or relating to such Holder to the Registration StatementCompany (whether in the Notice of Questionnaire or otherwise) or of the occurrence of any event as a result of which any Prospectus contains or would contain an untrue statement of a material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities or omits or would omit to state any material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, or a supplement and promptly to furnish to the ProspectusCompany any additional information required to correct and update any previously furnished information or required so that the Shelf Registration Statement and such Prospectus shall not contain, for purposes of including with respect to such Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; and
(c) Such Holder shall discontinue (and cause any broker, dealer or other agent acting on its behalf to discontinue) the use of the Prospectus upon the earlier of (i) the end of the Effective Period and (ii) such time as a selling such Holder under no longer owns or holds any Registrable Securities that have been registered pursuant to the Shelf Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Edwards Lifesciences Corp)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, upon either by statement or omission, and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. No Holder shall be entitled to liquidated damages pursuant to Section 2(e) hereof unless such Holder shall have provided all such reasonably requested information. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is correct as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedused and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus, and, if so directed which filings shall be provided promptly by the Company, such Holder will deliver Company to the Company (at the Company's expense) all copies in such each Notice Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence of any event specified in Sections 3(a)(iv)(B)Registrable Securities, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such that no Holder will forthwith discontinue disposition of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence and such Holder provides written notice of a proposed sale to the Company at least two (2) business days prior to such sale. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Liquidated Damages Warrant Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees, following termination of the Effectiveness Period, to notify the Company, within five (5) Business Days of a request, of the amount of Registrable Securities sold pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statementabsence of a response, the Company may exclude from such registration assume that all of the Holder’s Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who were so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementsold.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within twenty (20) Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the availability of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any Delay Noticesuch notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticethereto.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (American Equity Investment Life Holding Co)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees to promptly furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any Shelf Registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such Shelf Registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within 15 Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company of the occurrence Company suspending the effectiveness of the Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or any Delay Notice4(c)(iv) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all and has received copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities any amendments or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) supplements thereto. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which keep any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementnotice confidential.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a complete and accurate Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any notice from Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the Company information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the occurrence time of such sale contain any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) untrue statement of a material fact relating to or any Delay Notice, provided by such Holder will forthwith discontinue disposition or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffectiveness Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information request by a Holderthe Company, including by any permitted transferee of the amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after sold pursuant to the Shelf Registration Statement is declared effectiveand, in the absence of a response the Company shall as promptly as reasonably practicable file a post-effective amendment to may assume that all of the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementHolder’s Registrable Securities were so sold.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees thatagrees, upon receipt of any notice from the Company by acquisition of the occurrence Transfer Restricted Securities, that no Holder of Transfer Restricted Securities shall be entitled to sell any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, of such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Transfer Restricted Securities pursuant to the any Shelf Registration Statement at issue until or to receive a prospectus relating thereto, unless such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by Holder has furnished the Company that and the use of Guarantors with a Notice and Questionnaire as required pursuant to Section 1(d) hereof and the applicable Prospectus may be resumed, and, if so directed by information set forth in the Company, such next sentence. Each Notice Holder will deliver agrees promptly to furnish to the Company (at and the Company's expense) Guarantors all copies information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Holder's possessionNotice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company and the Guarantors may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, other than permanent file copies then in that such Holder's possession, prospectus does not as of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such notice.
sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (ii3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such requestHolder shall provide written notice to the Company and the Guarantors specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be named as a selling securityholder in the related prospectus, will be required to deliver a prospectus to the purchaser, and will 11 be subject to certain of the Company shall have no obligation to register civil liability provisions under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished in connection with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement's sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)
Holder’s Obligations. (i) Each Holder hereby agrees that, upon receipt of any notice from with the Company that it shall not be entitled to sell any of its Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has performed the following:
(a) Its Registrable Securities are or will be, immediately prior to the completion of their sale pursuant to the Shelf Registration Statement and the Prospectus relating thereto, in the form of ADSs;
(b) It has paid or will pay, prior to the completion of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition sale of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt of and the copies of Prospectus relating thereto, the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised fees, if any, payable to the ADS Depositary Bank in writing (the "ADVICE") connection with issuance by the Company that the use ADS Depositary Bank of the applicable Prospectus may be resumed, ADSs as Registrable Securities; and, if so directed by the Company, such Holder will deliver to
(c) It has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (at including the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in such Notice and Questionnaire) and the applicable Registration Statement, information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may exclude from such registration the time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that, as of the time of such sale, the information of such Holder furnished in writing by or Registrable Liquidated Damages Warrant Securities on behalf of any seller who fails to furnish such information which is not otherwise readily available Holder to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after expressly for use in the Registration Statement is declared effective, and Prospectus used for such sale (the Company shall as promptly as reasonably practicable file “Holder Information”) does not include an untrue statement of a post-effective amendment material fact or omit to state a material fact necessary in order to make the Registration Statement, or a supplement to the Prospectus, for purposes of including statements in such Holder Information, in the light of the circumstances under which they were made, not misleading. Each Holder agrees to keep confidential the receipt of any Suspension Notice and the contents thereof, except as a selling Holder under the Registration Statementrequired pursuant to applicable law.
Appears in 1 contract
Samples: Registration Rights Agreement (LDK Solar Co., Ltd.)
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt of any notice from promptly to furnish to the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, Issuers all information with respect to such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant as may be required to be disclosed in the Registration Statement at issue until under applicable law or pursuant to Commission comments or as the Issuers may reasonably request and all material information with respect to such Holder's receipt Holder required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.
(b) If counsel to the Issuers shall, on any date after a Registration Statement has been declared effective, deliver to any Holder (other than a Broker-Dealer) an opinion described in clause (e) of the copies definition of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedRegistrable Securities, and, if so directed by the Company, then such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possessionshall, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time within 90 days of receipt of such notice.
opinion, at the sole cost and expense of the Issuers, use its good faith efforts to obtain a concurring opinion from nationally recognized counsel experienced in these matters of its choosing, which shall be in form and substance satisfactory to such Holder in its reasonable discretion (iia "Concurring Opinion"). Upon receipt by such Holder of a Concurring Opinion, such Holder shall promptly notify Xxxxxx Xxxxxxx Ltd. in writing that it has received such Concurring Opinion. If a Holder has in accordance with the terms of this Section 5 (b) Each sought and failed to obtain a Concurring Opinion such Holder agrees shall promptly notify Xxxxxx Xxxxxxx Ltd. that it has failed to obtain such Concurring Opinion and such Holder shall not be required to seek a Concurring Opinion again until such time as the Company may require each seller Issuers shall have delivered a new opinion from Issuer's counsel in accordance with clause (e) of the definition of Registrable Securities or Registrable Liquidated Damages Warrant Securities as Securities. The Issuers shall not deliver an opinion to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available Holder pursuant to the Company within ten (10) Business Days after receiving immediately preceding sentence prior to such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided date that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or is at least 180 days after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including date such Holder as has notified Xxxxxx Xxxxxxx Ltd. that it has failed to obtain a selling Holder under the Registration StatementConcurring Opinion.
Appears in 1 contract
Holder’s Obligations. (a) Each Selling Holder shall:
(i) furnish to the Company such information regarding such Selling Holder and its affiliates, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's Registrable Securities, and cooperate with the Company in preparing such registration statement and in complying with the requirements of the Securities Act;
(ii) agree to sell its Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company or the other Persons on whose behalf the registration statement was being filed have agreed to sell their securities, and execute the underwriting agreement agreed to by the Company and customary custody arrangements, lock-up letters, indemnities, questionnaires and other documents reasonably required by the underwriters or agents.
(b) In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer any Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Securities (other than, in the case of the Selling Holders under the Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the case may be), or exercise any right to register any such securities, during the period commencing ten days prior to the anticipated effective date of such registration statement and ending 180 days from the effective date of such registration statement. In order to enforce the foregoing agreement, the Company shall be entitled to impose stop-transfer instructions with respect to the Registrable Securities of each Holder until the end of such period.
(c) Each Selling Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of (i) any request by the occurrence Commission for amendments or supplements to a Registration Statement or related prospectus covering any of such Selling Holder's Registrable Securities, (ii) the issuance by the Commission of any stop order suspending the effectiveness of a registration statement covering any of such Selling Holder's Registrable Securities or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event specified that requires the making of any changes in Sections 3(a)(iv)(B)the registration statement covering any of such Selling Holder's Registrable Securities so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that any related prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, 3(a)(iv)(C)in light of the circumstances under which they were made, 3(a)(iv)(E)not misleading, 3(a)(iv)(Fand (v) the Company's good faith reasonable determination that a post-effective amendment to a registration statement covering any of such Selling Holder's Registrable Securities or a supplement to any Delay Notice, related prospectus is required under the Securities Act; such Selling Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus prospectus (as amended or supplemented, as the case may be) and disposition of the Registrable Securities covered thereby pursuant thereto may be resumed; provided, andhowever, (x) that such Selling Holder shall not resume its disposition of Registrable Securities pursuant to such registration statement or related prospectus unless it has received notice from the Company that such registration statement or amendment has become effective under the Securities Act and has received a copy or copies of the related prospectus (as then amended or supplemented, as the case may be) and (y) if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Selling Holder's possession, of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act. The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within five (5) Business Days after receiving such request. Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(c) Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the availability of the occurrence Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event specified of the kind described in Sections 3(a)(iv)(BSection 4(c)(ii), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any Delay Noticesuch notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the covered by such Registration Statement at issue or Prospectus until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii4(i) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticethereto.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (ia) Each In connection with any Underwritten Offering, each Holder agrees that, upon receipt of any notice from in the Company of event that Holders seek to include in such Underwritten Offering more Registrable Securities than the occurrence of any event specified underwriter(s) deem advisable or acceptable to include in Sections 3(a)(iv)(B)such offering, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition the number of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statementoffering by each Holder shall be prorated (such that each Holder may include only that portion of the Registrable Securities he, she or it is seeking to include that corresponds to the ratio of (i) the number of Registrable Securities permitted by the underwriter(s) to be included in the offering, over (ii) the aggregate number of Registrable Securities sought to be included in the offering by all Holders).
(b) If (1) the Company or its bank subsidiary should at any time be party to discussions or negotiations concerning any material contemplated acquisition, divestiture, registered primary offering or other financing or material transaction (each, a “Pending Transaction”) (the materiality of any such Pending Transaction to be determined by reference to whether such transaction would be sufficiently large or otherwise material as to require disclosure by the Company on a current report on Form 8-K, other than under optional disclosure items or by reason of Regulation FD) were such Pending Transaction to proceed toward agreement) and (A) the Company should determine that immediate disclosure of the pertinent information about the Pending Transaction is not otherwise legally required and that it would not be in the best interests of the Company (for example, because premature disclosure would be likely to adversely impact the Company’s interest in the Pending Transaction) to make any voluntary public disclosure thereof, and (B) the Company has determined to defer disclosure temporarily until such time as it is otherwise legally required, unless earlier disclosure is deemed to be in the best interest of the Company, then (2) the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available give written notice to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee Holders of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after then covered by the Registration Statement is declared effectivethat they should temporarily cease and desist from further offer and sale activities thereunder (such notification being referred to as a “Stand Off Notice”). For a period of 10 business days following receipt of a Stand Off Notice (“Stand Off Period”), the Company Holders shall as promptly as reasonably practicable file a post-effective amendment not permit any sales of Registrable Securities to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder be made under the Registration Statement. The Stand Off Period may be terminated early by written notice given by the Company; or may be extended by subsequent written notices given by the Company before the expiration of a Stand Off Period for subsequent periods of up to 10 business days; provided however that the Company may not give Stand Off Notices on more than three occasions during any 360 consecutive days and such Stand Off Periods may not exceed an aggregate of 45 business days during any 360 consecutive days.
Appears in 1 contract
Holder’s Obligations. In connection with the registration of the Registrable Securities, the Holder shall:
(a) Cooperate with the Company in all respects, including supplying, in a timely manner, all information reasonably requested by the Company (which shall include all information regarding the Holder and the proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and delivering all documents reasonably requested in connection with the registration and sale of the Registrable Securities in usual and customary form.
(i) Each 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 2(e) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 2(c); (ii) comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement; and (iii) furnish to the Company information regarding such Holder agrees thatand the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, upon and the Company may exclude from such registration the Registrable Securities of the Holder if it fails to furnish such information within a reasonable time prior to the filing of each Registration Statement, supplemented Prospectus and/or amended Registration Statement.
(c) Upon receipt of any a notice from the Company of the occurrence of any event specified of the kind described in Sections 3(a)(iv)(BSection 2(c)(i), 3(a)(iv)(C2(c)(ii) or 2(c)(iii), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to under the Registration Statement at issue until such the Holder's receipt of the copies of the supplemented or Prospectus and/or amended Prospectus Registration Statement contemplated by Section 3(a)(viii) 2(g), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder will deliver to the Company (at the Company's expense) all copies reference in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (ia) By acquisition of any Registrable Securities, each Holder agrees that it shall be bound by all of the obligations of a Holder under this Agreement. Each Holder agrees thatthat it shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, upon receipt unless and until such Holder shall have furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire), such other information as the Company shall have reasonably requested in writing and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or otherwise reflected in the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto or of the occurrence of any event specified event, in Sections 3(a)(iv)(B)any case as a result of which the Shelf Registration Statement, 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) any Prospectus or any Delay Notice, amendment or supplement thereto contains or would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that the Shelf Registration Statement, each Prospectus and each amendment or supplement thereto shall not contain, with respect to such Notice Holder or the disposition 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 not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law. Each Holder agrees not to offer or sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until before it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities declared or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) otherwise becomes effective. Each Holder agrees that the Company may require each seller any sale of Registrable Securities by it or Registrable Liquidated Damages Warrant on its behalf shall be made in compliance with the Securities as to which Act and that any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission sale purporting to be included made pursuant to the Shelf Registration Statement shall be made only in accordance with the plan of distribution set forth in the then-current Prospectus, together with all amendments and supplements thereto then available. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable Registration Statementlaw, making available, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily then-current Prospectus, together with all amendments and supplements thereto then available to the purchaser thereof and, following termination of the Effective Period, to notify the Company in writing, within ten (10) Business Days after receiving such requestof a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement, and the absence of a response within such ten (10) Business Day period shall constitute a representation by such Holder to the Company that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement.
(b) Any sale of any Registrable Securities by any Holder shall have no obligation constitute a representation and warranty by such Holder that the information relating to register such Holder and its plan of distribution is as set forth in the Shelf Registration Statement and in the Prospectus delivered by such Holder in connection with such disposition, that the Shelf Registration Statement and such Prospectus do not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that the Shelf Registration Statement and such Prospectus do not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution required to be stated therein (in the case of the Shelf Registration Statement) or necessary to make the statements in the Shelf Registration Statement and such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails Act) required to furnish such information; provided that upon being furnished with such information be filed by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to with the Registration StatementCommission or retained by the Company under Rule 433 of the Securities Act, or a supplement to unless it has obtained the Prospectus, for purposes prior written consent of including such Holder as a selling Holder under the Registration StatementCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Caci International Inc /De/)
Holder’s Obligations. In connection with any registration pursuant to Section 2 hereof, each Holder agrees that:
(i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) hereof or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue until such Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii3(a)(ix) hereof or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's ’s expense) all copies in such Holder's ’s possession, other than permanent file copies then in such Holder's ’s possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.; and
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Shelf Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) 10 Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished . No Holder in its capacity as a stockholder and/or controlling person of the Company (but not in its capacity as director or officer of the Company) shall be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such information by a Holder, including by any permitted transferee the ownership of such Holder’s Registrable Securities and such Holder’s intended method or Registrable Liquidated Damages Warrant Securities, whether before methods of disposition and any other representation required by law or after to furnish any indemnity to any Person which is broader than the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including indemnity furnished by such Holder as a selling Holder under the Registration Statementpursuant to Section 5 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Fairpoint Communications Inc)
Holder’s Obligations. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of the Holders, that each Holder shall:
(ia) Each Promptly furnish to the Company such information regarding the Holder, the number of the Registrable Securities owned by it, the number of Registrable Securities to be registered and the intended method of disposition of such securities and other reasonable information as shall be required to effect the registration of the Holder’s Registrable Securities, and cooperate fully with the Company in preparing the registration statement.
(b) If the Company has delivered a prospectus to the Holder agrees thatand after having done so the prospectus is amended or supplemented to comply with the requirements of the Securities Act, at the written request of the Company, the Holder shall immediately cease making offers or Transfers of Registrable Securities and shall return the prospectuses to the Company and, upon receipt of any notice the amended or supplemented prospectus from the Company Company, the Holder shall use only such amended or supplemented prospectus in making offers or Transfers of the occurrence of any event specified Registrable Securities.
(c) If the Company has delivered to the Holder written notice in Sections 3(a)(iv)(Baccordance with Section 2.3(a), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) then the Holder shall immediately cease making offers or any Delay Notice, such Holder will forthwith discontinue disposition Transfers of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under given the Securities Act Holder written notice that the Registrable Securities Holder may once again commence making offers or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee Transfers of Registrable Securities under the current prospectus or has delivered to the Holder an amended or supplemented prospectus, in which event the Holder shall use only such amended or supplemented prospectus to make offers or Transfers of Registrable Liquidated Damages Warrant Securities.
(d) During such time as the Holder may be engaged in a distribution of Registrable Securities, whether before or after the Registration Statement is declared effectiveHolder shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things, (i) not engage in any stabilization activity in connection with the securities of the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, in contravention of such regulation or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder (ii) distribute Registrable Securities under the Registration Statementregistration statement solely in the manner described in the registration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Oscient Pharmaceuticals Corp)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition 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 not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumedEffective Period, and, if so directed by to notify the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such requestof a request by the Company, and of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold in compliance with applicable law and this Agreement.
(b) Any sale of any Registrable Securities by any Holder shall have no obligation constitute a representation and warranty by such Holder that the information relating to register such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.
(c) The Holders shall not offer Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after under the Shelf Registration Statement is declared effective, in an underwritten offering without the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementCompany’s prior written consent.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder's intended method of disposition of such Registrable Liquidated Damages Warrant Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition 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 not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies Effective Period, to notify the Company, within 10 Business Days of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed a request by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities as sold pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included Shelf Registration Statement and, in the applicable Registration Statementabsence of a response, the Company may exclude from assume that all of the Holder's Registrable Securities were so sold.
(b) Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such registration Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten that would constitute an "issuer free writing prospectus" (10) Business Days after receiving such request, and the Company shall have no obligation to register as defined in Rule 433 under the Securities Act Act) or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails Act) required to furnish such information; provided that upon being furnished with such information be filed by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to with the Registration StatementCommission or retained by the Company under Rule 433 of the Securities Act, or a supplement to unless it has obtained the Prospectus, for purposes prior written consent of including such Holder as a selling Holder under the Registration StatementCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Albany International Corp /De/)
Holder’s Obligations. (a) It shall be a -------------------- condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any Selling Holder that such Selling Holder shall:
(i) Each Holder agrees that, upon receipt of any notice from furnish to the Company of such information regarding such Selling Holder and its affiliates, the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition number of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant owned and proposed to be sold by it, the Registration Statement at issue until intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's receipt Registrable Securities and cooperate with the Company in preparing such registration statement and in complying with the requirements of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.Act;
(ii) Each Holder agrees that agree to sell its Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company may require each seller or the other Persons on whose behalf the registration statement was filed have agreed to sell their securities, and execute the underwriting agreement agreed to by the Company and the Requisite Holders together with all customary custody arrangements, lock-up letters, indemnities questionnaires and other documents reasonably required by the underwriters or agents and agreed to by the Requisite Holders.
(b) In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer, in the case of a Demand Registration Statement or Piggyback Registration Statement covering Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by (other than, in the staff case of the Commission to be included in Selling Holders under the applicable Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the Company case may exclude from be), or exercise any right to register any such securities, during the period commencing 10 days prior to the anticipated effective date of such registration statement and ending 90 days from the Registrable Securities or Registrable Liquidated Damages Warrant Securities effective date of any seller who fails such registration statement. In order to furnish such information which is not otherwise readily available to enforce the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effectiveforegoing agreement, the Company shall as promptly as reasonably practicable file a postbe entitled to impose stop-effective amendment transfer instructions with respect to the Registration Statement, or a supplement to Registrable Securities of each Holder until the Prospectus, for purposes end of including such Holder as a selling Holder under the Registration Statementperiod.
Appears in 1 contract
Holder’s Obligations. (a) Each Selling Holder shall:
(i) furnish to the Company such information regarding such Selling Holder and its affiliates, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of such Selling Holder's Registrable Securities, and cooperate with the Company in preparing such registration statement and in complying with the requirements of the Securities Act;
(ii) agree to sell its Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company or the other Persons on whose behalf the registration statement was being filed have agreed to sell their securities, and execute the underwriting agreement agreed to by the Company and customary custody arrangements, lock-up letters, indemnities, questionnaires and other documents reasonably required by the underwriters or agents; provided, however, that the lock-up period for each Selling Holder shall be the same.
(b) In the event that a Demand Registration Statement or a Piggyback Registration Statement becomes effective, if and to the extent requested by the managing underwriter or lead agent for the offering relating thereto, no Holder shall offer, sell or agree to sell or otherwise dispose of or transfer any Registrable Securities or securities convertible into or exchangeable or exercisable for any Registrable Securities (other than, in the case of the Selling Holders under the Demand Registration Statement or Piggyback Registration Statement, pursuant to such Demand Registration Statement or Piggyback Registration Statement, as the case may be), or exercise any right to register any such securities, during the period commencing ten days prior to the anticipated effective date of such registration statement and ending 90 days from the effective date of such registration statement. In order to enforce the foregoing agreement, the Company shall be entitled to impose stop-transfer instructions with respect to the Registrable Securities of each Holder until the end of such period.
(c) Each Selling Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of (i) any request by the occurrence Commission for amendments or supplements to a Registration Statement or related prospectus covering any of such Selling Holder's Registrable Securities, (ii) the issuance by the Commission of any stop order suspending the effectiveness of a registration statement covering any of such Selling Holder's Registrable Securities or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event specified that requires the making of any changes in Sections 3(a)(iv)(B)the registration statement covering any of such Selling Holder's Registrable Securities so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that any related prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, 3(a)(iv)(C)in light of the circumstances under which they were made, 3(a)(iv)(E)not misleading, 3(a)(iv)(Fand (v) the Company's good faith reasonable determination that a post-effective amendment to a registration statement covering any of such Selling Holder's Registrable Securities or a supplement to any Delay Notice, related prospectus is required under the Securities Act; such Selling Holder will forthwith discontinue disposition of such Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus prospectus (as amended or supplemented, as the case may be) and disposition of the Registrable Securities covered thereby pursuant thereto may be resumed; provided, andhowever, (x) that such Selling Holder shall not resume its disposition of Registrable Securities pursuant to such registration statement or related prospectus unless it has received notice from the Company that such registration statement or amendment has become effective under the Securities Act and has received a copy or copies of the related prospectus (as then amended or supplemented, as the case may be) unless the Registrable Securities are then listed on a national securities exchange and the Company has advised such Selling Holder that the Company has delivered copies of the related prospectus, as then amended or supplemented, in transactions effected upon such exchange, subject to any subsequent receipt by such Selling Holder from the Company of notice of any of the events contemplated by clauses (i) through (v) of this paragraph, and (y) if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possessioncopies, other than permanent file copies then in such Selling Holder's possession, of the Prospectus prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (a) Anything in this Agreement to the contrary notwithstanding, the Holders (including any Subsequent Holders to whom they may Transfer Registrable Shares) agree that their rights to participate in any particular Registration (including the Shelf Registration) or sell any Registrable Shares thereunder shall be allocated among all Holders pro rata in accordance with the relative ownership of the Holders as of the date of the closing on the Merger as stated in Schedule 1 hereto; provided, however, that if any Holder (a "Declining Holder") declines to sell his, her or its full share under the preceding clause (or owns fewer Registrable Shares than his, her or its full share), then the unused portion of such Holder's share shall be reallocated among the Holders who are selling their full allocation under such clause ("Non-Declining Holders") pro rata in accordance with their relative ownership of the Non-Declining Holders as of the date of the closing on the Merger as stated in Schedule 1 hereto. If applicable, this reallocation process shall be repeated until all unused portions of any Holder's share have been allocated among the Non-Declining Holders or until all Holders have declined such additional allocations.
(b) In connection with the Company's obligation to effect a Registration pursuant to Section 1, each Holder shall furnish information to the Company concerning such Holder's holdings of securities of the Company and each Selling Holder shall furnish information to the Company concerning the proposed method of sale or other disposition of the Registrable Shares and such other information and undertakings as the Company may reasonably request in connection with the preparation and filing of the Registration or any post-effective amendment covering all or part of the Registrable Shares. Each Selling Holder further agrees to enter into such undertakings and take such other action relating to the conduct of the proposed offering which the Company may reasonably request as being necessary, in the opinion of counsel to the Company, to ensure compliance with the federal and state securities laws and the rules or other requirements of the National Association of Securities Dealers, Inc. ("NASD") or otherwise to effectuate the offering.
(c) No Holder may participate in any underwritten registration hereunder unless such Holder (i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, holdback agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
(d) Each Selling Holder agrees that, upon receipt of any notice from the Company of the occurrence happening of any event specified of the kind described in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(FSection 2(g) or any Delay Noticehereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue Shares until such Selling Holder's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(a)(viii2(g) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies then in such Holder's possessionpossession of the prospectus covering such Registrable Shares current at the time of receipt of such notice, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(e) Until the first anniversary of the closing on the Merger, each time any Holder intends to complete any (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Registrable Shares owned by it, or (ii) Each any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise ("Transfer"), such Holder agrees that shall give the Company may require each seller reasonable prior notice in writing of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a HolderTransfer, including by any permitted transferee the intended method of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementdisposition.
Appears in 1 contract
Samples: Registration Rights Agreement (Dollar Tree Stores Inc)
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Notice Holder will forthwith discontinue or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Liquidated Damages Warrant Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition 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 not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement at issue until such Holder's receipt without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the copies Effective Period, to notify the Company, within 10 Business Days of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed a request by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities as sold pursuant to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included Shelf Registration Statement and, in the applicable Registration Statementabsence of a response, the Company may exclude from such registration assume that all of the Holder’s Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who were so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statementsold.
Appears in 1 contract
Samples: Registration Rights Agreement (Waste Connections Inc/De)
Holder’s Obligations. (i) Each Holder of Registrable Securities agrees thatthat if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(d) and this Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon receipt of any notice from becoming a Holder and notify the Company of the occurrence of any event specified change in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(Fsuch information at least five (5) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant business days prior to the Registration Statement at issue until such Holder's receipt filing of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, . From and after the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after date the Registration Statement is declared effective, the Company shall shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Registration Statement, or a supplement use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Prospectus, for purposes Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of including any documents filed pursuant to this Section; and (iii) notify such Holder as a selling Holder promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration StatementStatement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees, following termination of the Effectiveness Period, to notify the Company, within ten (10) Business Days of a request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees that, upon receipt promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any notice from Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the Company information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the occurrence time of such sale contain any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) untrue statement of a material fact relating to or any Delay Notice, provided by such Holder will forthwith discontinue disposition or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Shelf Registration Statement at issue without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities pursuant to the Shelf Registration Statement that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), unless it has obtained the prior written consent of the Company.
(b) Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to any Shelf Registration Statement until such Notice Holder's ’s receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees that, upon receipt to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Holder Questionnaire”) and information regarding such Holder’s intended method of distribution of its Registrable Securities. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire and the Holder’s plan of distribution at least five (5) Business Days prior to the Filing Date.
(b) Each such Holder agrees to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) either case as a result of which any Prospectus relating to such registration contains or any Delay Notice, would contain an untrue statement of a material fact regarding such Holder will forthwith discontinue or such Holder’s intended method of disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time omits to state any material fact regarding such Holder or such Holder’s intended method of receipt disposition of such noticeRegistrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the disposition 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 not misleading.
(iic) Each Holder further agrees that the Company may require each seller of not to sell any Registrable Securities pursuant to a Registration Statement without delivering, or Registrable Liquidated Damages Warrant Securities as causing to which any registration is being effected be delivered, a Prospectus to furnish to it such information regarding such seller as may be required by the staff purchasers thereof and, following termination of the Commission Effectiveness Period, to be included in notify the applicable Registration StatementCompany, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information request by a Holderthe Company, including by any permitted transferee of the amount of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the sold pursuant to such Registration Statement is declared effectiveand, in the absence of a response, the Company shall as promptly as reasonably practicable file a post-effective amendment to may assume that all of the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration StatementHolder’s Registrable Securities were so sold.
Appears in 1 contract
Holder’s Obligations. (ia) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees thatpromptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in a Shelf Registration Statement under applicable law or pursuant to SEC comments or as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, upon that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
(b) Upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Deferral Notice, such each Notice Holder will forthwith discontinue disposition of agrees not to sell any Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the any Shelf Registration Statement at issue until such Notice Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by provided for in Section 3(a)(viii) 3(h)(i), or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such noticeused.
(ii) Each Holder agrees that the Company may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it such information regarding such seller as may be required by the staff of the Commission to be included in the applicable Registration Statement, the Company may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days after receiving such request, and the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file a post-effective amendment to the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder as a selling Holder under the Registration Statement.
Appears in 1 contract
Holder’s Obligations. (i) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F) or any Delay Notice, such Holder will forthwith discontinue disposition of Registrable Securities or Registrable Liquidated Damages Warrant Securities pursuant to the Registration Statement at issue until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(viii) or until it is advised in writing (the "ADVICE") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities or Registrable Liquidated Damages Warrant Securities current at the time of receipt of such notice.
(iia) Each Holder agrees that the Company if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trustee may require each seller of Registrable Securities or Registrable Liquidated Damages Warrant Securities as to which any registration is being effected to furnish to it the Trustee in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as may be required by the staff of Trustee may, from time to time, reasonably request in writing (the Commission to be included in "Required Information") and the applicable Registration Statement, the Company Trustee may exclude from such registration the Registrable Securities or Registrable Liquidated Damages Warrant Securities of any seller who unreasonably fails to furnish such information which is not otherwise readily available to the Company within ten (10) Business Days a reasonable time after receiving such request. In addition, and following the Company shall have no obligation to register under the Securities Act the Registrable Securities or Registrable Liquidated Damages Warrant Securities of date that a seller who so fails to furnish such information; provided that upon being furnished with such information by a Holder, including by any permitted transferee of Registrable Securities or Registrable Liquidated Damages Warrant Securities, whether before or after the Registration Statement is declared effective, the Company shall as promptly as reasonably practicable file each Holder wishing to sell Registrable Securities pursuant to a post-effective amendment Registration Statement and related Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, or a supplement to the Prospectus, for purposes of including such Holder Trustee any additional Required Information as a selling Holder under the Trustee may reasonably request so that the Trustee may complete or amend the information required by any Registration Statement.
(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
