Common use of Holder’s Obligations Clause in Contracts

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 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 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.

Appears in 10 contracts

Samples: Registration Rights Agreement (Novus Therapeutics, Inc.), Stockholders’ Agreement (ViewRay, Inc.), Stock Purchase Agreement (Tokai Pharmaceuticals Inc)

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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 all material information required to be set forth in the Purchaser Questionnaire to be delivered at the Closing and the Selling Stockholder Questionnaire pursuant to the Purchase Agreementbe delivered in accordance with Section 2 hereof. Any sale of any Registrable Securities by any Holder pursuant to a Prospectus delivered by such Holder 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 dispositionProspectus, 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.

Appears in 6 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Registration Rights Agreement (Aimmune Therapeutics, Inc.)

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 all material the 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 shall constitute a representation and warranty by such Holder that the information regarding relating to 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 relating to or provided by such Holder or and that such Prospectus does not as of the time of such sale omit to state any material fact regarding relating to or provided by 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.

Appears in 4 contracts

Samples: Registration Rights Agreement (Bellerophon Therapeutics, Inc.), Registration Rights Agreement (Corcept Therapeutics Inc), Registration Rights Agreement (Corcept Therapeutics Inc)

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 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 pursuant to a Prospectus delivered by such Holder 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 dispositionProspectus, 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.

Appears in 4 contracts

Samples: Registration Rights Agreement (Obalon Therapeutics Inc), Securities Purchase Agreement (Obalon Therapeutics Inc), Registration Rights Agreement (Ardelyx, Inc.)

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 all material the information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase AgreementAgreement and has executed all documents in connection with the registration as the Company may reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information regarding relating to 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 relating to or provided by such Holder or and that such Prospectus does not as of the time of such sale omit to state any material fact regarding relating to or provided by 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (World Surveillance Group Inc.), Registration Rights Agreement (World Surveillance Group Inc.)

Holder’s Obligations. Each selling Holder agrees, by acquisition of the Registrable Securities, that no selling Holder shall be entitled to sell any of such Registrable Securities pursuant to a the Registration Statement or to receive a the Prospectus relating thereto, or to receive Liquidated Damages, if any, of the type described in Section 2(b) in respect of the Registrable Securities, unless such the selling Holder has previously furnished the Company at least 5 Trading Days prior to the selling Holder’s proposed sale with all material a Selling Security Holder Questionnaire as required by Section 2(a) (including the information required to be set forth included in the Purchaser Questionnaire and such Selling Stockholder Questionnaire pursuant to the Purchase AgreementSecurity Holder Questionnaire). Any sale of any Registrable Securities by any selling Holder shall constitute a representation and warranty by such the selling Holder that the information regarding such relating to the selling Holder and its plan of distribution is as set forth in the Prospectus delivered by such the selling 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 provided by the selling Holder and that the Prospectus does not as of the time of such Holder or sale omit to state any material fact regarding such relating to or provided by the selling Holder necessary to make the statements in such the Prospectus, in the light of the circumstances under in which they were are 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Marshall Edwards Inc)

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 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 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 date of such sale Prospectus 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Codexis, Inc.)

Holder’s Obligations. Each It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a Holder agreesthat such Holder shall timely furnish to the Company such information regarding itself, the Registrable Securities held by acquisition it and the intended method of disposition of the Registrable Securities, that no Holder Securities held by it as shall be entitled reasonably required by the Company to sell any effect and maintain the effectiveness of the registration of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless and shall timely execute such Holder has furnished documents in connection with such registration as the Company with all material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreement. may reasonably request.. Any sale of any Registrable Securities by any Holder pursuant to a Prospectus delivered by such Holder 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 dispositionProspectus, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Arrowhead Pharmaceuticals, Inc.)

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 all material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Subscription Agreement. Any sale of any Registrable Securities by any Holder 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.

Appears in 1 contract

Samples: Registration Rights Agreement (NABUfit Global, Inc.)

Holder’s Obligations. (a) 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 all material such information as required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase AgreementSection 2(e) hereof. Any sale of any Registrable Securities by any Holder shall constitute a 9 US-DOCS\70648017.4 Exhibit 10.1 representation and warranty by such Holder that the information regarding 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, and that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding 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 regarding 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, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Advanced Micro Devices Inc)

Holder’s Obligations. Each It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a Holder agreesthat such Holder shall timely furnish to the Company such information regarding itself, the Registrable Securities held by acquisition it and the intended method of disposition of the Registrable Securities, that no Holder Securities held by it as shall be entitled reasonably required by the Company to sell any effect and maintain the effectiveness of the registration of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless and shall timely executive such Holder has furnished documents in connection with such registration as the Company with all material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreementmay reasonably request. Any sale of any Registrable Securities by any Holder pursuant to a Prospectus delivered by such Holder 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 dispositionProspectus, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

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 all material such information required to be set forth in the Purchaser Investor Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreement. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information regarding relating to 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 relating to or provided by such Holder or and that such Prospectus does not as of the time of such sale omit to state any material fact regarding relating to or provided by 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Ap Pharma Inc /De/)

Holder’s Obligations. Each selling Holder agrees, by acquisition of the Registrable Securities, that no selling Holder shall be entitled to sell any of such Registrable Securities pursuant to a the Registration Statement or to receive a the Prospectus relating thereto, or to receive Liquidated Damages, if any, of the type described in Section 2(b) in respect of the Registrable Securities, unless such the selling Holder has previously furnished the Company at least five Trading Days prior to the selling Holder’s proposed sale with all material a Selling Security Holder Questionnaire as required by Section 2(a) (including the information required to be set forth included in the Purchaser Questionnaire and such Selling Stockholder Questionnaire pursuant to the Purchase AgreementSecurity Holder Questionnaire). Any sale of any Registrable Securities by any selling Holder shall constitute a representation and warranty by such the selling Holder that the information regarding such relating to the selling Holder and its plan of distribution is as set forth in the Prospectus delivered by such the selling 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 provided by the selling Holder and that the Prospectus does not as of the time of such Holder or sale omit to state any material fact regarding such relating to or provided by the selling Holder necessary to make the statements in such the Prospectus, in the light of the circumstances under in which they were are 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Marshall Edwards Inc)

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Holder’s Obligations. Each The Holder agrees, by acquisition of the Registrable Securities, that no the Holder shall not 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 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.

Appears in 1 contract

Samples: Registration Rights Agreement (T2 Biosystems, Inc.)

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 all material the 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 shall constitute a representation and warranty by such Holder that the information regarding relating to 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 relating to or provided by such Holder or and that such Prospectus does not as of the time of such sale omit to state any material fact regarding relating to or provided by 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Puissance Cross-Border Opportunities III LLC)

Holder’s Obligations. (a) 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 all material such information as required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase AgreementSection 2(e) hereof. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information regarding 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, and that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding 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 regarding 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, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Advanced Micro Devices Inc)

Holder’s Obligations. Each The Holder agrees, by acquisition of the Registrable Securities, that no the Holder shall not 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 Agreementattached hereto as Annex B . Any sale of any Registrable Securities by any Holder 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clearsign Combustion Corp)

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no 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 Holder shall be entitled to sell not misleading and any other information regarding such Holder and the distribution of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished as the Company with all material information required may from time to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreementtime reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information regarding 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, and that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding 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 regarding 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, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Viseon Inc)

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 all material information required reasonably requested in writing by the Company to be set forth in prepare and file the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase AgreementRegistration Statement, including a selling stockholder questionnaire. Any sale of any Registrable Securities by any Holder pursuant to a Prospectus delivered by such Holder 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 dispositionProspectus, 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.

Appears in 1 contract

Samples: Stockholder Agreement (Gritstone Oncology, Inc.)

Holder’s Obligations. Each The Holder agrees, by acquisition of the Registrable Securities, that no the Holder shall not 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. attached hereto as Annex B. Any sale of any Registrable Securities by any Holder 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Clearsign Combustion Corp)

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