Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each Holder: (a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits); (b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and (c) upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of an Holder, will meet with each Holder or its representatives at NFC’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s investigation for the purpose of reducing or eliminating the Holder’s exposure to liability under the Securities Act, including the reasonable production of information at NFC’s headquarters; provided, that NFC shall not be required to disclose any confidential information to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect thereto.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Frontier Health Corp), Registration Rights Agreement (New Frontier Health Corp)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holder, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretoavailable) to each the Holder:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified an independent registered public accountants) accounting firm, and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an the Holder, all exhibits excluded by the parenthetical to subparagraph subsection (a)(ii) of this Section 5 4 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an the Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an the Holder, will meet with each the Holder or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Holder conducting an investigation for the purpose of reducing or eliminating the Holder’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an the Holder until and unless that the Holder shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to NFC the Company, with NFC the Company with respect thereto.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ediets Com Inc), Registration Rights Agreement (Ediets Com Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Subscriber, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretoavailable) to each Holderthe Subscriber:
(a) as soon as practicable after it is available, one copy of of: (i) its most recent Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified an independent registered public accountants) accounting firm, and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its most recent Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Subscriber, all exhibits excluded by the parenthetical to subparagraph subsection (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Subscriber, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Subscriber, will meet with each Holder the Subscriber or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Subscriber conducting an investigation for the purpose of reducing or eliminating the HolderSubscriber’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Subscriber until and unless that Holder the Subscriber shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to NFC the Company, with NFC the Company with respect thereto.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.), Private Placement Subscription Agreement (Colorado Goldfields Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX EXXXX system or any successor thereto) to each Holderthe Purchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 5.7 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser, will meet with each Holder the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the HolderPurchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC shall the Company is not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder shall have the Purchaser has entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (NANOPHASE TECHNOLOGIES Corp), Common Stock Purchase Agreement (NANOPHASE TECHNOLOGIES Corp)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a the Holder, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each Holder:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an the Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 2.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an the Holder, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and NFCthe Company, upon the reasonable request of an the Holder, will meet with each the Holder or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Holder conducting an investigation for the purpose of reducing or eliminating the such Holder’s 's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an any Holder until and unless that the Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ecollege Com), Registration Rights Agreement (Ecollege Com)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish to such Purchaser (or, to the extent unless such information document has been filed and is available electronically through NFC’s filings with on the SEC, NFC will make available via the SEC’s Commission's XXXXX system or any successor thereto) to each Holder:database):
(a) as soon as practicable after it is availableavailable (but in the case of the Company's Annual Report to Shareholders, within 120 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K K, (iii) if not included in substance in its Quarterly Reports to Shareholders, its quarterly reports on Form 10-Q, (iv) its Current Reports on Form 8-K, and (v) a full copy of the particular Registration Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iia)(v) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersSECTION 6.7; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and NFCthe Company, upon the reasonable request of an Holdersuch Purchaser, will meet with each Holder such Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s such Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC shall not be required . Each Purchaser agrees to disclose any confidential keep all such information to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretoconfidential.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 4.9 as filed with the SEC Commission and all other information that is made available to stockholders; and;
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser, will meet with each Holder the Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder the Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Pacificare Health Systems Inc /De/)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares and Warrant Shares owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) other than any such reports or communications filed with the Commission pursuant to the Commission’s EXXXX system, as soon as practicable after it is availablesuch reports or communications become publicly available (but in the case of the annual report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report annual report to Stockholders (which Annual Report annual report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report annual report to Stockholders, upon the request of Purchaser, its Annual Report annual report on Form 10-K K, (iii) upon request of Purchaser, its quarterly reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares and Warrant Shares (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate a reasonable number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser and with prior notice, will meet with each Holder be available to the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holdersuch Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC shall not be required subject to disclose any confidential the restrictions on unauthorized disclosure of information to or meet at its headquarters with an Holder until contained in Regulation FD and unless that Holder shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretolimitations.
Appears in 1 contract
Samples: Purchase Agreement (Comstock Homebuilding Companies, Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Restricted Shares owned by a Holderthe Investors, NFC Vital Images will furnish (or, to the extent such information is available electronically through NFC’s Vital Images’ filings with the SEC, NFC Vital Images will make available via the SEC’s XXXXX system or any successor theretoavailable) to each Holderthe Investors:
(a1) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b2) upon the reasonable request of an Holderthe Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iiSection 6.13(f)(1) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c3) upon the reasonable request of an Holdereach Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCVital Images, upon the reasonable request of an Holdereach Investor, will meet with each Holder the Investor or its representatives a representative thereof at NFC’s Vital Images’ headquarters during NFC’s Vital Images’ normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Restricted Shares and will otherwise reasonably cooperate with any Holder’s the Investor conducting an investigation for the purpose of reducing or eliminating the HolderInvestor’s exposure to liability under the Securities Act, including the reasonable production of information at NFC’s Vital Images’ headquarters; provided, that NFC Vital Images shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Investor until and unless that Holder the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC Vital Images with NFC Vital Images with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Note Shares owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holdera Purchaser, an adequate number of copies the Company will (i) make available for inspection by any Purchaser and any attorney, accountant or other agent retained by any such holder (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Prospectuses Company, and cause the Company’s officers, directors and employees to supply to all information reasonably requested by any other party requiring such ProspectusesInspector in connection with such Registration Statement; and NFC, upon the reasonable request of an Holder, will (ii) meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Note Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose (x) any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect theretothereto and (y) any information subject to an attorney-client privilege.
Appears in 1 contract
Samples: Secured Convertible Note Purchase and Security Agreement (Acer Therapeutics Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderan Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each HolderInvestor:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an HolderInvestor, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an HolderInvestor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an HolderInvestor, will meet with each Holder Investor or its representatives at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any HolderInvestor’s investigation for the purpose of reducing or eliminating the HolderInvestor’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder Investor until and unless that Holder Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Northern Oil & Gas, Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a any Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPeoples:
(a) will furnish to each Holder, as soon as practicable after it is available, one copy of (i) its Annual Report annual report to Stockholders shareholders (which Annual Report annual report shall contain financial statements audited in accordance with generally accepted accounting principles in the United States by a national firm of certified public accountantsaccountants registered with the Public Company Accounting Oversight Board) and (ii) if not included in substance in the Annual Report annual report to Stockholdersshareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) will furnish to each Holder, upon the request of an the Holder, all exhibits excluded by to the parenthetical documents referred to subparagraph (a)(iiin Section 2.5(a) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of an Holder, will meet with each such Holder or its representatives a representative thereof at NFC’s Peoples' headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Holder conducting an investigation for the purpose of reducing or eliminating the such Holder’s 's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s Peoples' headquarters; provided, that NFC Peoples shall not be required to disclose any confidential information to or meet at its headquarters with an any Holder until and unless that such Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC Peoples with NFC Peoples with respect thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Peoples Bancorp Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each Holderthe Purchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 5.7 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser, will meet with each Holder the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the HolderPurchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC shall the Company is not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder shall have the Purchaser has entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (NANOPHASE TECHNOLOGIES Corp)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system EDXXX xystem or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fusion Telecommunications International Inc)
Information Available. So During the Effectiveness Period, so long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX EXXXX system or any successor thereto) to each Holderthe Purchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the HolderPurchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder the Purchaser shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to NFC with NFC the Company with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holderthe Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderInvestor:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 7.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Investor, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and NFC, upon the reasonable request of the Investor, the President or the Chief Financial Officer of the Company (or an Holder, appropriate designee identified by the Company) will meet with each Holder the Investor or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s Investor conducting an investigation for the purpose of reducing or eliminating the Holder’s such Investor's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder any Investor until and unless that Holder the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
(d) if agreed to by the Investor on the signature page to this Agreement, the documents required to be delivered by the Company pursuant to this Agreement, except for the prospectus or preliminary prospectus required to be delivered pursuant to Section 7.1(d) herein, shall be delivered to the Investor in electronic form to the e-mail address provided by the Investor on the signature page of the Stock Purchase Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Esperion Therapeutics Inc/Mi)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretosystem) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Pw Eagle Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) The Company will furnish to the Purchaser: (i) as soon as practicable after it is availableavailable (but in the case of the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (iA) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (iiB) if not included in substance in the Annual Report to Stockholders, upon the written request of the Purchaser, its Annual Report on Form 10-K K, (C) upon the written request of the Purchaser, its quarterly reports on Form 10-Q, and (D) a full copy of the particular Registration Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits);
; and (b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(cii) upon the reasonable written request of an Holderthe Purchaser, an adequate a reasonable number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and NFCand
(b) the Company, upon the reasonable written request of an Holderthe Purchaser and with reasonable prior notice, will meet with each Holder be available to the Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s such Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC shall in a manner not be required to disclose any confidential information interfere with the normal business operations of the Company, subject to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretolimitations.
Appears in 1 contract
Samples: Securities Purchase Agreement (Critical Therapeutics Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretoavailable) to each Holderthe Eligible Investor:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain consolidated financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Investor, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.6 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Eligible Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Eligible Investor, will meet with each Holder the Eligible Investor or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Investor conducting an investigation for the purpose of reducing or eliminating the HolderInvestor’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Eligible Investor until and unless that Holder the Eligible Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holderthe Investor, NFC the Company will furnish (or, or to the extent such information is available electronically through NFC’s the Company's filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretoavailable) to each Holderthe Investor:
(aA) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(bB) upon the reasonable request of an Holderthe Investor, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholders; and
(cC) upon the reasonable request of an Holderthe Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Investor, will meet with each Holder the Investor or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Investor conducting an investigation for the purpose of reducing or eliminating the Holder’s Investor's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Investor until and unless that Holder the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holder, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each Holder:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an the Holder, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 1.5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an a Holder, an adequate number of copies the Company will (i) make available for inspection by any Holder and any attorney, accountant or other agent retained by any such holder (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Prospectuses Company, and cause the Company’s officers, directors and employees to supply to all information reasonably requested by any other party requiring such ProspectusesInspector in connection with such Registration Statement; and NFC, upon the reasonable request of an Holder, will (ii) meet with each Holder or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Holders conducting an investigation for the purpose of reducing or eliminating the Holder’s Holders’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose (x) any confidential information to or meet at its headquarters with an a Holder until and unless that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect theretothereto and (y) any information subject to an attorney-client privilege.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a HolderC&M, NFC SatCon will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderC&M:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K KSB unless available on the SEC’s EXXXX website (wxx.xxx.xxx), and (iii) its Quarterly Reports on Form 10-QSB (the foregoing, in each case, excluding exhibits)) unless available on the SEC’s EXXXX website;
(b) upon the request of an HolderC&M, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 4.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an HolderC&M, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of C&M, the President or the Chief Financial Officer of SatCon (or an Holder, appropriate designee thereof) will meet with each Holder C&M or its representatives a representative thereof at NFCSatCon’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s C&M in conducting an investigation for the purpose of reducing or eliminating the Holdersuch Investor’s exposure to liability under the Securities Act, including the reasonable production of information at NFCSatCon’s headquarters; provided, that NFC SatCon shall not be required to disclose any confidential information to or meet at its headquarters with an Holder C&M until and unless that Holder C&M shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC SatCon with NFC SatCon with respect thereto.
Appears in 1 contract
Samples: Modification, Termination and Release of Lease (Satcon Technology Corp)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each Holderthe Purchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an HolderPurchaser, will meet with each Holder the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the HolderPurchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder the Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fusion Connect, Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX EXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fusion Telecommunications International Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares and Warrant Shares owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) other than any such reports or communications filed with the Commission pursuant to the Commission's EDGAR system, as soon as practicable after it is availableavailable (but in the casx xx the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, upon the request of Purchaser, its Annual Report on Form 10-K K, (iii) upon request of Purchaser, its quarterly reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares and the Warrant Shares (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate a reasonable number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser and with prior notice, will meet with each Holder be available to the Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and the Warrant Shares and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s such Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC shall not be required subject to disclose any confidential information to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretolimitations.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Common Shares owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each Holder:
(a) Purchaser: ● as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) ; ● upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6(e) as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) and ● upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Common Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Secured Convertible Promissory Note Purchase Agreement (EVO Transportation & Energy Services, Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX EXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX EXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants, the Independent Accountant or a firm of certified public accounts with a standing reputation substantially the same as that of the Independent Accountant) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Location Based Technologies, Inc.)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holdereach Purchaser, NFC upon the reasonable request of each Purchaser, the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 11 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of each Purchaser, the President or the principal financial officer of the Company (or an Holder, appropriate designee thereof) will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holdersuch Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder any Purchaser until and unless that Holder each Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Big Dog Holdings Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares and Warrant Shares owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) other than any such reports or communications filed with the Commission pursuant to the Commission's EDGAR system, as soon as practicable after it is availableavailable (but in the caxx xx the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, upon the request of Purchaser, its Annual Report on Form 10-K K, (iii) upon request of Purchaser, its quarterly reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares and the Warrant Shares (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate a reasonable number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser and with prior notice, will meet with each Holder be available to the Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and the Warrant Shares and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s such Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC shall not be required subject to disclose any confidential information to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretolimitations.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares and Warrant Shares owned by a Holderthe Investor, NFC upon the reasonable request of the Investor, the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderInvestor:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 7.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of the Investor, the President or the Principal Financial Officer of the Company (or an Holder, appropriate designee thereof) will meet with each Holder the Investor or its representatives a representative thereof at NFCthe Company’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and Warrant Shares and will otherwise reasonably cooperate with any Holder’s Investor conducting an investigation for the purpose of reducing or eliminating the Holdersuch Investor’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder any Investor until and unless that Holder the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto. The Investor acknowledges that the Company makes available on its website at xxx.xxxxx.xxx a facility through which such Investor may subscribe to automatically receive electronic copies of the Company’s future SEC filings and press releases by email.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sirna Therapeutics Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holderthe Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderInvestor:
(aA) as soon as practicable after it is availableavailable (but in the case of the Company's Annual Report to Shareholders, within 120 days after the end of each fiscal year of the Company), one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ); (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits); (iii) if not included in substance in its Quarterly Reports to Shareholders, its quarterly reports on Form 10-Q; and (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits);
(bB) upon the reasonable request of an Holderthe Investor, all exhibits excluded by the parenthetical to subparagraph subparagraphs (a)(ii), (iii) and (iv) of this Section 5 7.6 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(cC) upon the reasonable request of an Holderthe Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Investor, will meet with each Holder the Investor or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s Investor conducting an investigation for the purpose of reducing or eliminating the Holder’s such Investor's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder any Investor until and unless that Holder the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a any Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderParent:
(a) will furnish to each Holder, as soon as practicable after it is available, one copy of (i) its Annual Report annual report to Stockholders shareholders (which Annual Report annual report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountantsaccountants registered with the Public Company Accounting Oversight Board) and (ii) if not included in substance in the Annual Report annual report to Stockholdersshareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) will furnish to each Holder, upon the request of an the Holder, all exhibits excluded by to the parenthetical documents referred to subparagraph (a)(iiin Section 2.5(a) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFC, upon the reasonable request of an Holder, will meet with each such Holder or its representatives a representative thereof at NFCthe Parent’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Holder conducting an investigation for the purpose of reducing or eliminating the such Holder’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Parent’s headquarters; provided, that NFC the Parent shall not be required to disclose any confidential information to or meet at its headquarters with an any Holder until and unless that such Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Parent with NFC the Parent with respect thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Evolving Systems Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a Holderan Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderInvestor:
(a) as As soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall will contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case, excluding exhibits);
(b) upon Upon the request of an HolderInvestor, all exhibits excluded by the parenthetical to subparagraph (a)(iia) of this Section 5 6.5 as filed with the SEC and all other information that is made available to stockholdersshareholders of the Company; and
(c) upon Upon the reasonable request of an HolderInvestor, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and NFC, upon the reasonable request of the Investor, an Holder, executive officer of the Company (or an appropriate designee identified by the Company) will meet with each Holder the Investor or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s Investor conducting an investigation for the purpose of reducing or eliminating the Holder’s such Investor's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, however, that NFC shall the Company will not be required to disclose any confidential information to or meet at its headquarters with an Holder any Investor until and unless that Holder shall the Investor will have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
(d) The documents required to be delivered by the Company pursuant to this Agreement, except for the prospectus or preliminary prospectus required to be delivered pursuant to Section 6.1(d) herein, may be delivered to an Investor in electronic form to the e-mail address provided to the Company by the Investor.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Mgi Pharma Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holderthe Purchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretoavailable) to each Holderthe Purchaser:
(a) as soon as practicable after it is available, one copy of (i) its most recent Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles as may be approved by a national firm of certified the SEC by an independent registered public accountants) accounting firm, and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its most recent Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph subsection (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holderthe Purchaser, will meet with each Holder the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s the Purchaser conducting an investigation for the purpose of reducing or eliminating the HolderPurchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder the Purchaser until and unless that Holder the Purchaser shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to NFC the Company, with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Payment Technologies Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities Shares owned by a HolderPurchaser, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 7.5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser, will meet with each Holder Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser until and unless that Holder Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Repro Med Systems Inc)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Holder, NFC will furnish (or, to the extent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each HolderPurchaser:
(a) The Company will furnish to the Purchaser: (i) as soon as practicable after it is availableavailable (but in the case of the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (iA) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (iiB) if not included in substance in the Annual Report to Stockholders, upon the written request of the Purchaser, its Annual Report on Form 10-K K, (C) upon the written request of the Purchaser, its quarterly reports on Form 10-Q, and (D) a full copy of the particular Registration Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits);
; and (b) upon the request of an Holder, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholders; and
(cii) upon the reasonable written request of an Holderthe Purchaser, an adequate a reasonable number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and NFCand
(b) the Company, upon the reasonable written request of an Holderthe Purchaser and with reasonable prior notice, will meet with each Holder be available to the Purchaser or its representatives a representative thereof at NFCthe Company’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holdersuch Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC shall in a manner not be required to disclose any confidential information interfere with the normal business operations of the Company, subject to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretolimitations.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Venture Partners III L P)
Information Available. So long as the Registration Statement is Statements are effective covering the resale of Registrable Securities Common Shares owned by a HolderPurchaser or August 2006 Bridge Investor, NFC the Company will furnish (or, to the extent such information is available electronically through NFCthe Company’s filings with the SEC, NFC the Company will make available via the SEC’s XXXXX system or any successor theretosystem) to each HolderPurchaser and August 2006 Bridge Investor:
(a) as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);
(b) upon the request of an Holderthe Purchaser or August 2006 Bridge Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iiSection 6.5(a)(ii) of this Section 5 as filed with the SEC and all other information that is made available to stockholdersshareholders; and
(c) upon the reasonable request of an Holderthe Purchaser or August 2006 Bridge Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and NFCthe Company, upon the reasonable request of an Holdera Purchaser or August 2006 Bridge Investor, will meet with each Holder Purchaser or its representatives August 2006 Bridge Investor or a representative thereof at NFCthe Company’s headquarters during NFCthe Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement Statements covering the Registrable Securities Common Shares and will otherwise reasonably cooperate with any Holder’s the Purchasers and August 2006 Bridge Investors conducting an investigation for the purpose of reducing or eliminating the Holder’s Purchasers’ and August 2006 Bridge Investors’ exposure to liability under the Securities Act, including the reasonable production of information at NFCthe Company’s headquarters; provided, that NFC the Company shall not be required to disclose any confidential information to or meet at its headquarters with an Holder a Purchaser or August 2006 Bridge Investor until and unless that Holder -26- Purchaser or August 2006 Bridge Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC the Company with NFC the Company with respect thereto.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Photoworks Inc /Wa)
Information Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a HolderPurchaser, NFC the Company will furnish to such Purchaser (or, to the extent unless such information document has been filed and is available electronically through NFC’s filings with on the SEC, NFC will make available via the SEC’s XXXXX system or any successor thereto) to each Holder:Commission's EDGAR database):
(a) as soon as practicable after it is availableaxxxxxble, one copy of (i) its Annual Report to Stockholders Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and ), (ii) if not included in substance in the Annual Report to StockholdersShareholders, its Annual Report on Form 10-K K, (iii) if not included in substance in its Quarterly Reports to Shareholders, its quarterly reports on Form 10-Q, (iv) its Current Reports on Form 8-K, and (v) a full copy of the particular Registration Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of an Holderthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iia)(v) of this Section 5 as filed with the SEC and all other information that is made available to stockholders6.8; and
(c) upon the reasonable request of an Holderthe Purchaser, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and NFCthe Company, upon the reasonable request of an Holdersuch Purchaser, will meet with each Holder such Purchaser or its representatives a representative thereof at NFC’s the Company's headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with any Holder’s Purchaser conducting an investigation for the purpose of reducing or eliminating the Holder’s such Purchaser's exposure to liability under the Securities Act, including the reasonable production of information at NFC’s the Company's headquarters; provided, that NFC shall not be required . Each Purchaser agrees to disclose any confidential keep all such information to or meet at its headquarters with an Holder until and unless that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to NFC with NFC with respect theretoconfidential.
Appears in 1 contract
Samples: Stock Purchase Agreement (Westport Resources Corp /Nv/)