Notice to Buyer of Proposed Sale and Right of Buyer to Sample Clauses

Notice to Buyer of Proposed Sale and Right of Buyer to. Suspend Use of Registration Statement. If, at any time during the period after ------------------------------------- the Registration Statement has been declared effective and on or before the date that is one year after the Closing of the Merger, any Holder shall propose to sell any Registrable Securities pursuant to the Resale S1 Registration Statement, it shall submit written notice to the Buyer (a "Notice ------ of Sale") by facsimile transmission of such intention which shall include the ------- name of the Holder, the number of shares of Registrable Securities that such holder intends to sell and the Holder's telephone and facsimile numbers. (If the Notice of Sale is actually received on a day other than a business day, it will be deemed received on the next business day; the date on which the Notice of Sale is received is referred to as the "Notice Date;" the time on which the ----------- Notice of Sale is received is referred to as the "Notice Time".) Upon receiving a Notice of Sale from a ----------- Holder, the Buyer will notify the Holder as soon as reasonably practicable (but in no event later than the same time as the Notice Time on the next business day following the Notice Date) whether (i) the Buyer believes that the prospectus contained in the Registration Statement, as then amended or supplemented, is available for immediate use, whereupon the Buyer shall so notify the Holder(s) and the Holder(s) will have a period of five (5) trading days following such notification in which to sell its Registrable Securities or (ii) the Buyer believes that it is necessary or appropriate to file a supplement or file a post-effective amendment to the registration statement or the prospectus or any document incorporated therein by reference or file any other report or document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading (a "Prospectus Update"). If the ----------------- Buyer notifies the Holder(s) that it believes it may be necessary or appropriate to effectuate a Prospectus Update and the Buyer is not exercising any right it may have under Section 5.9(i) to postpone the Prospectus Update, the Buyer will thereupon use all reasonable efforts to effectuate such Prospectus Update as soon as reasonably possible, and not later than three (3) business days after the...
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Related to Notice to Buyer of Proposed Sale and Right of Buyer to

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Certificate of Selling Stockholder A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(l) remains true and correct as of such Date of Delivery.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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