Common use of Obligations of Holders Clause in Contracts

Obligations of Holders. (a) Each Holder covenants and agrees that it will comply with the prospectus-delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 11.03(f) or Section 11.03(g)(ii), (iii) or (iv), such Holder will discontinue the disposition of Registrable Securities pursuant to such Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.03(f), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed or that the applicable suspension of the qualification has been lifted, and, if applicable, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding such Holder, the Registrable Securities and other securities of the Company held by it and the distribution proposed by such Holder as shall be required by applicable law or requested by the underwriter(s) to effect the registration of their Registrable Securities.

Appears in 3 contracts

Samples: Senior Convertible Note Purchase Agreement (Scynexis Inc), Senior Convertible Note Purchase Agreement (Scynexis Inc), Senior Convertible Note Purchase Agreement (Scynexis Inc)

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Obligations of Holders. (a) Each Holder covenants and agrees that it will comply with It shall be a condition precedent to the prospectus-delivery requirements obligation of the Company to effect any Registration pursuant to this Agreement with respect to the Registrable Securities Act of a particular Holder that such Holder promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as applicable the Company may from time to it or an exemption therefrom time reasonably request in writing and such other information as may be legally required in connection with sale of Registrable Securities pursuant to such Registration including, without limitation, all such information as may be requested by the Registration StatementSEC. (b) Each Holder, by such Holder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration hereunder, unless such Holder has notified the Company in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from such Registration. (c) Each Holder agrees that that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 11.03(f6(d) or the commencement of any Suspension Period pursuant to Section 11.03(g)(ii), (iii) or (iv2(b), such Holder will immediately discontinue the disposition of Registrable Securities pursuant to such any Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any covering such disposition in the applicable jurisdiction(s)) Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.03(f), 6(d) or until it is advised in writing by the Company that the use termination of the applicable prospectus may be resumed or that the applicable suspension of the qualification has been liftedSuspension Period, and, if applicableso directed by the Company, has received such Holder shall (at the expense of the Company) deliver to the Company, or destroy all copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding Holder’s possession of, any prospectus covering such Holder, the Registrable Securities and other securities current at the time of the Company held by it and the distribution proposed by receipt of such Holder as shall be required by applicable law or requested by the underwriter(s) to effect the registration of their Registrable Securitiesnotice.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ruths Hospitality Group, Inc.), Securities Purchase Agreement (Ruths Hospitality Group, Inc.)

Obligations of Holders. (a) Each Holder covenants and agrees that it will comply with the prospectus-delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 11.03(f) or Section 11.03(g)(ii), (iii) or (iv), such Holder will discontinue the disposition of Registrable Securities pursuant to such Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g11.03(g)(iv), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.03(f), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed or that the applicable suspension of the qualification has been lifted, and, if applicable, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding such Holder, the Registrable Securities and other securities of the Company held by it and the distribution proposed by such Holder as shall be required by applicable law or requested by the underwriter(s) to effect the registration of their Registrable Securities.

Appears in 1 contract

Samples: Senior Convertible Note Purchase Agreement (Coherus BioSciences, Inc.)

Obligations of Holders. (a) Each Holder covenants and agrees that it will comply with the prospectus-prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 11.03(f11.06(f) or Section 11.03(g)(ii), (iii) or (iv11.06(g)(iii), such Holder will forthwith discontinue the disposition of such Registrable Securities pursuant to covered by such Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.03(f11.06(f), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed or that the applicable suspension of the qualification has been liftedresumed, and, if applicable, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding such Holder, the Registrable Securities and other securities of the Company held by it and the distribution proposed by such Holder as shall be required by applicable law or requested by the underwriter(s) to effect the registration of their Registrable Securities.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Raptor Pharmaceutical Corp)

Obligations of Holders. It shall be a condition precedent to the obligations of Company to take any action pursuant to this Agreement that Holders who have requested the registration of Registrable Securities: (a) Each Holder covenants and agrees that it will comply with the prospectus-delivery requirements of the Securities Act as applicable Furnish to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 11.03(f) or Section 11.03(g)(ii), (iii) or (iv), such Holder will discontinue the disposition of Registrable Securities pursuant to such Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.03(f), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed or that the applicable suspension of the qualification has been lifted, and, if applicable, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding such Holderthemselves, the Registrable Securities and other securities of the Company held by it them and the distribution proposed by intended method of disposition of such Holder securities as shall be required by applicable law or reasonably requested by the underwriter(s) Company or reasonably required to effect the registration of their the Registrable Securities; (b) Cooperate in good faith with Company and the underwriters, if any, in connection with such registration, including executing any documents in connection with such registration as Company or the underwriters may reasonably request and placing the Registrable Securities in escrow or custody to facilitate the sale and distribution thereof; and (c) Make no further sales or other dispositions, or offers therefor, of the Registrable Securities under such registration statement if, during the effectiveness of such registration statement, an intervening event should occur which, in the opinion of counsel to Company, makes the prospectus included in such registration statement no longer comply with the Securities Act, so long as written notice containing the facts and legal conclusions relied upon by Company in this regard has been received by Holders from Company, until such time as Holders have received from Company copies of a new, amended or supplemented prospectus complying with the Securities Act, which prospectus shall be delivered to Holders by Company as soon as practicable after such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Rush Enterprises Inc \Tx\)

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Obligations of Holders. 9 (a) Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under the Registration Statement filed pursuant to Section 2 until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(f) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus-prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom them in connection with sale sales of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that by its acquisition of such Registrable Securities that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 11.03(f4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v) or Section 11.03(g)(ii), (iii) or (iv4(c)(vi), such Holder will forthwith discontinue the disposition of such Registrable Securities pursuant to such under the Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s 's receipt of the copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 11.03(f4(h), or until it is advised in writing (the "Advice") by the Company that the use of the applicable prospectus Prospectus may be resumed or that the applicable suspension of the qualification has been liftedresumed, and, if applicablein either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus or Registration Statement. (c) Each Holder shall furnish to the Company materially complete and accurate information regarding such Holder, the Registrable Securities and other securities of the Company held by it and the distribution proposed by such Holder as shall be required by applicable law or requested by the underwriter(s) to effect the registration of their Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Homegold Financial Inc)

Obligations of Holders. (a) Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus-prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom them in connection with sale sales of Registrable Securities pursuant to the Registration Statement. (b) Each Holder agrees that by its acquisition of Registrable Securities that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 11.03(f3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or Section 11.03(g)(ii), (iii) or (iv3(c)(vi), such Holder will forthwith discontinue the disposition of such Registrable Securities pursuant to such under the Registration Statement or prospectus (or, with respect to a notice pursuant to Section 11.03(g), discontinue any such disposition in the applicable jurisdiction(s)) until such Holder’s 's receipt of the copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 11.03(f3(j), or until it is advised in writing by the Company that the use of the applicable prospectus Prospectus may be resumed or that the applicable suspension of the qualification has been liftedresumed, and, if applicablein either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectusProspectus or Registration Statement. (c) Each The Company may require each selling Holder shall to furnish to the Company materially complete and accurate information regarding such HolderHolder and the distribution of such Registrable Securities as is required by law to be known by the Company and/or disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities and other securities of the Company held by it and the distribution proposed by any such Holder as shall be required by applicable law or requested by the underwriter(s) who unreasonably fails to effect the registration of their Registrable Securitiesfurnish such information within a reasonable time after receiving such request.

Appears in 1 contract

Samples: Registration Rights Agreement (Datametrics Corp)

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