OBLIGATION OF HOLDERS. (a) In connection with each registration hereunder, Holder will furnish to the Company in writing such information with respect to such Holder and the securities held by such Holder, and the proposed distribution by them as shall be reasonably requested by the Company in order to assure compliance with federal and applicable state securities laws, as a condition precedent to including such Holder's Registrable Securities in the registration statement. Each Holder also shall agree to promptly notify the Company of any changes in such information included in the registration statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existing. (b) In connection with each registration pursuant to this Agreement, the Holder included therein will not effect sales thereof until notified by the Company of the effectiveness of the registration statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of any period during which the Company is obligated to keep a registration statement current, the Holder included in said registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold, and such Holder shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.
Appears in 7 contracts
Samples: Registration Rights Agreement (VDC Communications Inc), Registration Rights Agreement (VDC Communications Inc), Registration Rights Agreement (VDC Communications Inc)
OBLIGATION OF HOLDERS. (a) In connection with each registration hereunder, each selling Holder will furnish to the Company in writing such information with respect to such Holder seller and the securities held by such Holderseller, and the proposed distribution by them as shall be reasonably requested by the Company in order to assure compliance with federal and applicable state securities laws, as a condition precedent to including such Holderseller's Registrable Securities in the registration statement. Each selling Holder also shall agree to promptly notify the Company of any changes in such information included in the registration statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existing.
(b) In connection with each registration pursuant to this Agreement, the Holder Holders included therein will not effect sales thereof until notified by the Company of the effectiveness of the registration statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of any period during which the Company is obligated to keep a registration statement current, the Holder Holders included in said registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold, and such Holder Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.
Appears in 6 contracts
Samples: Securities Exchange Agreement (Mallis LTD Partnership), Registration Rights Agreement (Black Diamond Industries Inc), Registration Rights Agreement (Nal Financial Group Inc)
OBLIGATION OF HOLDERS. (a) In connection It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with each registration hereunder, respect to the Registrable Securities of any selling Holder will that such Holder shall furnish to the Company in writing such information with respect to such Holder and regarding itself, the securities Registrable Securities held by such Holderit, and the proposed distribution by them intended method of disposition of such securities as shall be is reasonably required to effect the registration of such Holder's Registrable Securities.
(b) Each Holder agrees to cooperate with the Company as reasonably requested by the Company in order to assure compliance connection with federal the preparation and applicable state securities lawsfiling of a registration statement hereunder, as a condition precedent to including such Holder's Registrable Securities in unless the registration statement. Each Holder also shall agree to promptly notify has notified the Company of any changes in its election to exclude all of its Registrable Securities from such information included in the registration statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existingstatement.
(bc) In connection with each registration pursuant to this AgreementThe Holders agree that, the Holder included therein will not effect sales thereof until notified by the Company of the effectiveness of the registration statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of any period during which the Company is obligated to keep a registration statement current, the Holder included in said registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of any notice from the Company of its intention to remove from registration the shares covered by such happening of any event rendering a registration statement which remain unsoldno longer effective, the Holders will immediately discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities, until the Holder's receipt of copies of the supplemented or amended prospectus filed with the SEC and such Holder declared effective and, if so directed by the Company, the Holders shall notify deliver to the company or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder's possession of the number prospectus covering the Registrable Securities current at the time of shares registered which remain unsold immediately upon receipt of such notice from the Companynotice.
Appears in 1 contract
Samples: Registration Rights Agreement (Boo Koo Holdings, Inc)