Common use of Obligations of Shareholders Clause in Contracts

Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall: (a) not effect any stabilization transactions or engage in any stabilization activity in connection with the Company common shares in contravention of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) furnish each broker through whom any Shareholder offers Registrable Stock such number of copies of the Prospectus as the broker may require and otherwise comply with prospectus delivery requirements under the Securities Act; (c) Intentionally omitted; (d) not (and shall not permit any Affiliated Purchaser (as defined in Rule 10b-6 under the Exchange Act) to) bid for or purchase for any account in which any Shareholder has a beneficial interest, or attempt to induce any other person to purchase, any Company common shares in contravention of Regulation M under the Exchange Act; (e) Intentionally omitted; (f) cooperate with the Company as the Company fulfills its obligations under Section 1(d) hereof; (g) furnish such information concerning such Shareholder as the Company may from time to time reasonably request; (h) sell Registrable Stock only in privately negotiated transactions or Brokers' Transactions; and (i) not sell under the Registration Statement during any period after the Company has provided notice to such Shareholder pursuant to Section 1(e)(iv) above and until the Company provides to such Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleading.

Appears in 1 contract

Samples: Registration Agreement (Vertex Industries Inc)

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Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall: (a) 3.1 not effect any stabilization transactions or engage in any stabilization activity in connection with the Company NDEI's common shares in contravention of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) furnish each broker through whom any Shareholder offers Registrable Stock such number of copies of the Prospectus as the broker may require and otherwise comply with prospectus delivery requirements under the Securities Act; (c) Intentionally omitted; (d) not (and shall not permit any Affiliated Purchaser (as defined in Rule 10b-6 under the Exchange Act) to) bid for or purchase for any account in which any Shareholder has a beneficial interest, or attempt to induce any other person to purchase, any Company common shares in contravention of Regulation M lOb-7 under the Exchange Act; (e) Intentionally omitted; (f) 3.2 cooperate with the Company NDEI as the Company NDEI fulfills its obligations under Section 1(d) 1.6 hereof;, (g) 3.3 furnish such information concerning such the Shareholder as is necessary for NDEI to prepare a registration statement under the Company may from time Securities Act or to time reasonably requestcomply with the reporting requirements of the Exchange Act; (h) sell Registrable Stock only in privately negotiated transactions or Brokers' Transactions; and (i) 3.4 not sell under the Registration Statement during any period after the Company NDEI has provided notice to such the Shareholder pursuant to Section 1(e)(iv) 1.5.4 above and until the Company NDEI provides to such the Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleadingmisleading (in such event, the delay caused shall be aggregated with any periods in which the Registration Statement is not effective for purposes of Section 1.3 of this Agreement); and 3.5 not sell Registrable Stock during any period beginning seven (7) days before the anticipated effective date of any registration statement (other than a registration statement relating to employee stock option or purchase plans, or a registration statement on Form S-3 or S-4 or any successor forms) registering the sale of equity securities for NDEI's account (as NDEI advises) and ending ninety (90) days thereafter without NDEI's consent (provided that this restriction shall not apply with respect to more than one such registration statement during any calendar year).

Appears in 1 contract

Samples: Registration Rights Agreement (Netter Digital Entertainment Inc)

Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall: (a) 3.1 not effect any stabilization transactions or engage in any stabilization activity in connection with the Company NDEI's common shares in contravention of Regulation M Rule lOb-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) 3.2 furnish each broker through whom any Shareholder offers Registrable Stock such number of copies of the Prospectus as the broker may require and otherwise comply with prospectus delivery requirements under the Securities securities Act; (c) Intentionally omitted3.3 Report to NDEI each month all sales, pledges and other dispositions of Registrable Stock made by the Shareholder; (d) 3.4 not (and shall not permit any Affiliated Purchaser (as defined in Rule 10b-6 under the Exchange Act) to) bid for or purchase for any account in which any Shareholder has a beneficial interest, or attempt to induce any other person to purchase, purchase any Company NDEI common shares in contravention of Regulation M Rule 10b-6 under the Exchange Act; (e) Intentionally omitted; (f) 3.5 cooperate with the Company NDEI as the Company NDEI fulfills its obligations under Section 1(d) 1.5 hereof; (g) 3.6 furnish such information concerning such the Shareholder as the Company NDEI may from time to time reasonably request;. (h) sell Registrable Stock only in privately negotiated transactions or Brokers' Transactions; and (i) 3.7 not sell under the Registration Statement during any period after the Company NDEI has provided notice to such the Shareholder pursuant to Section 1(e)(iv) 1.6.4 above and until the Company NDEI provides to such the Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleadingmisleading (in such event, the delay caused shall be aggregated with any periods in which the Registration Statement is not effective for purposes of Section 1.3 of this Agreement);and 3.8 not sell Registrable Stock during any period beginning seven (7) days before the anticipated effective date of any registration statement (other than a registration statement on Form S-3 or S-4 or any successor forms) registering the sale of equity securities for NDEI's account (as NDEI advises) and ending ninety (90) days thereafter without NDEI's consent (provided that this restriction shall not apply with respect to more than one such registration statement during any calendar year).

Appears in 1 contract

Samples: Registration Rights Agreement (Netter Digital Entertainment Inc)

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Obligations of Shareholders. Following the filing of the Registration Statement and during any period that the Registration Statement is effective, each Shareholder shall: (a) 3.1 not effect any stabilization transactions or engage in any stabilization activity in connection with the Company Parent's common shares in contravention of Regulation M Rule l0b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) 3.2 furnish each broker through whom any Shareholder offers Registrable Stock such number of copies of the Prospectus as the broker may require and otherwise comply with prospectus delivery requirements under the Securities Act, 3.3 report to Parent each month all sales, pledges and other dispositions of Registrable Stock made by the Shareholder; (c) Intentionally omitted; (d) 3.4 not (and shall not permit any Affiliated Purchaser ([as defined in Rule 10b-6 under the Exchange Act]) to) to bid for or purchase for any account in which any Shareholder has a beneficial interest, or attempt to induce any other person to purchase, purchase any Company Parent common shares in contravention of Regulation M Rule 10b-6 under the Exchange Act; (e) Intentionally omitted; (f) 3.5 cooperate with the Company Parent as the Company Parent fulfills its obligations under Section 1(d) 1.4 hereof; (g) 3.6 furnish such information concerning such the Shareholder as the Company Parent may from time to time reasonably request; (h) sell Registrable Stock only in privately negotiated transactions or Brokers' Transactions; and (i) 3.7 not sell under the Registration Statement during any period after the Company Parent has provided notice to such the Shareholder pursuant to Section 1(e)(iv) 1.5.4 above and until the Company Parent provides to such the Shareholder notice that the Registration Statement no longer fails to state a material fact required to be stated therein, misstates a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made not misleadingmisleading (in such event, the delay caused shall be aggregated with any periods in which the Registration Statement is not effective for purposes of Section 1.2.2 of this Agreement); and 3.8 not sell Registrable Stock during any period beginning seven (7) days before the anticipated effective date of any registration statement (other than a registration statement on Form S-3 or S-4 or any successor forms) registering the sale of equity securities for Parent's account (as Parent advises) and ending ninety (90) days thereafter without Parent's consent (provided that this restriction shall not apply with respect to more than one such registration statement during any calendar year).

Appears in 1 contract

Samples: Registration Rights Agreement (Bray Donald T)

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