Obligations of Investor. The Investor shall furnish to the Company such information regarding such Investor, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act.
Obligations of Investor. It shall be a condition precedent to the obligation of PHT to register any Common Shares pursuant to this Section 5 that the Investor shall furnish to PHT such information regarding the Common Shares held and the intended method of disposition thereof and other information concerning the Investor as PHT shall reasonably request and as shall be required in connection with the registration statement to be filed by PHT. If after a registration statement becomes effective PHT advises the Investor that PHT considers it appropriate to amend or supplement the applicable registration statement, the Investor shall suspend further sales of the Registrable Securities until PHT advises the Investor that such registration statement has been amended or supplemented.
Obligations of Investor. (a) Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify Investor of the information the Company requires from Investor if Investor elects to have any of the Registrable Securities included in the Registration Statement. Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if Investor elects to have any of the Registrable Securities included in the Registration Statement.
(b) Investor, by its 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 a Registration Statement hereunder, unless Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.
(c) Investor agrees that, upon receipt of any notice from the Company of either (i) the suspension of the use of any Prospectus pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until Investor is advised by the Company that such dispositions may again be made.
Obligations of Investor. In connection with the registration of Registrable Securities pursuant to a Registration Statement, Investor shall:
A. Timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof;
B. Upon receipt of any notice from the Company of the happening of any event of the kind described in Paragraphs 4F or 4G, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in Paragraph 4F or withdrawal of the stop order referred to in Paragraph 4G, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents;
C. In the event of an underwritten offering of such Registrable Securities in which Investor participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request;
D. To the extent required by applicable law, deliver a prospectus to the Investor of such Registrable Securities;
E. Notify the Company when it has sold all of the Registrable Securities held by it; and
F. Notify the Company in the event that any information supplied by Investor in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.
Obligations of Investor. The Investor shall furnish to the Company such information regarding such Investor, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act. Each Investor agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than three trading days prior to the Filing.
Obligations of Investor. In connection with the registration of the Registered Securities, Investor shall have the following obligations;
(a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registered Securities of Investor that Investor shall timely furnish to the Company such information regarding itself, the Registered Securities held by it, and the intended method of disposition of the Registered Securities held by it, as shall be reasonably required to effect the registration of such Registered Securities and shall timely execute such documents in connection with such registration as the Company may reasonably request.
(b) Investor by such Investor’s acceptance of the Registered Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder; and
(c) Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d)(ii) or (iii) or 3(g) above, Investor will immediately discontinue disposition of Registered Securities pursuant to the Registration Statement covering such Registered Securities until Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3(d)(ii) or (iii) or 3(g) and, if so directed by the Company, Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in Investor’s possession, of the prospectus covering such Registered Securities current at the time of receipt of such notice.
Obligations of Investor. At Closing:
(a) Investor will provide the Company with written evidence that the persons that will be signing the Deed of Issue and all related documents as representatives of Investor are duly authorised to represent Investor and to enter into this agreement in the name of Investor;
(b) Investor shall deliver to the Company the Investor Officer’s Certificate; and
(c) Investor shall procure completion of the other actions to be performed by Investor contemplated by Section 10.
Obligations of Investor. Investor agrees to indemnify and hold harmless the Company, its directors, officers, employees, affiliates, agents and assigns from and against any and all Losses asserted against or incurred by them, arising out of or in connection with or resulting from:
(a) any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Investor in or pursuant to this Agreement; and
(b) any other matter as to which Investor in other provisions of this Agreement has expressly agreed to indemnify the Company.
Obligations of Investor. On the Closing Date, Investor shall do the following:
(a) Tender to the Company payment of the purchase price for the Shares in the manner specified in section 2.2;
(b) Execute and deliver to the Company a counterpart of the Registration Rights Agreement;
(c) Execute and deliver to the Company a counterpart of the Security Agreement;
(d) Execute and deliver to the Company a counterpart of the License Agreement;
(e) Execute and deliver to the Company and the Managing Shareholders a counterpart of the Shareholder Agreement;
(f) Execute and deliver to the Company a closing certificate in the form of Exhibit "N."
Obligations of Investor. 3.1. Use commercially reasonable efforts to distribute, market, advertise, promote and sell the Product in the Field of Use in the Territory.
