Obligations of the Holders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 that the Seller shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. (b) Upon the receipt by Seller of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereof, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iii) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller shall forthwith discontinue disposition of its Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Seller's receipt of the supplemented or amended prospectus or until Seller is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such a case, the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such notice to and including the date when Seller shall have received a copy of the supplemented or amended prospectus or when Seller is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all reasonable commercial efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this section.
Appears in 3 contracts
Samples: Purchase Agreement (Scansoft Inc), Purchase Agreement (Scansoft Inc), Plan of Distribution Agreement (Scansoft Inc)
Obligations of the Holders. (a) 4.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 this Agreement that the Seller selling Holders shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by itthem, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.
(b) 4.2 Upon the receipt by Seller a Holder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereofSection 2, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleadingthen existing, (ii) the existence of any facts or events resulting in the suspension of the Company's obligations to file and keep effective a registration statement as provided in Section 3.1 above, (iii) the issuance by the Commission SEC of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iiiiv) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller such Holder shall forthwith discontinue disposition of its such Holder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Sellersuch Holder's receipt of the supplemented or amended prospectus or until Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such resumed or, in the case of a casenotice pursuant to clause (ii) above, until the Company's obligations referred to therein are no longer suspended; provided, however, that, except in the circumstances described in clause (ii) above, the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such notice to and including the date when Seller shall have received a copy of the supplemented or amended prospectus or when Seller is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all take such reasonable commercial efforts actions as are necessary to limit permit the duration of any discontinuance of Holders to resume the disposition of their Registrable Securities pursuant to this sectionat the earliest practicable time.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fair Isaac & Company Inc), Registration Rights Agreement (Fair Isaac & Company Inc)
Obligations of the Holders. (a) 4.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 this Agreement that the Seller Holders requesting inclusion of securities in the Company's registration statement shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by itthem and to be disposed of by them, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.
(b) 4.2 Upon the receipt by Seller a Holder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereofSection 2, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleadingthen existing, (ii) the existence of any facts or events resulting in the suspension of the Company's obligations to file and keep effective a registration statement as provided in Section 3.1 above, (iii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iiiiv) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller such Holder shall forthwith immediately discontinue disposition of its such Holder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Sellersuch Holder's receipt of the supplemented or amended prospectus or until Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such resumed or, in the case of a casenotice pursuant to clause (ii) above, until the Effectiveness Period Company's obligations referred to therein are no longer suspended.
4.3 Each Holder shall be extended by notify the number of Company in writing within five (5) calendar days from and including the date of the giving of such notice to and including the date when Seller shall have received a copy of the supplemented or amended prospectus or when Seller is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all reasonable commercial efforts to limit the duration of any discontinuance of disposition of a Holder's Registrable Securities pursuant to this sectioncovered by a registration statement as provided in Section 3.1 above.
Appears in 1 contract
Samples: Registration Rights Agreement (Fair Isaac & Company Inc)
Obligations of the Holders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 this Agreement that the Seller selling Holders shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by itthem, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 of this Agreement if the number of shares of Registrable Securities to be included in the requested registration does not equal or exceed the number of shares required to trigger the Company's obligation to initiate such registration as specified in subsection 1.2(a) above.
(b) Upon the receipt by Seller a Holder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereof, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iii) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller such Holder shall forthwith discontinue disposition of its such Holder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Sellersuch Holder's receipt of the supplemented or amended prospectus or until Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such a case, the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such notice to and including the date when Seller each Holder shall have received a copy of the supplemented or amended prospectus or when Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all reasonable commercial efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this section.
Appears in 1 contract
Obligations of the Holders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 this Agreement that the Seller selling Holders shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by itthem, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.
(b) Upon the receipt by Seller a Holder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereofSection 2, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iii) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller such Holder shall forthwith discontinue disposition of its such Holder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Sellersuch Holder's receipt of the supplemented or amended prospectus or until Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. In such a case, the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such notice to and including the date when Seller each Holder shall have received a copy of the supplemented or amended prospectus or when Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all reasonable commercial its best efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this section.
Appears in 1 contract
Obligations of the Holders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 this Agreement that the Seller selling Holders shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by itthem, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities.
(b) Upon the receipt by Seller a Holder of any notice from the Company of (i) the existence of any fact or the happening of any event as a result of which the prospectus included in a registration statement filed pursuant to the terms hereofSection 2, as such registration statement is then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the issuance by the Commission of any stop order or injunction suspending or enjoining the use or the effectiveness of such registration statement or the initiation of any proceedings for that purpose, or the taking of any similar action by the securities regulators of any state or other jurisdiction, or (iii) the request by the Commission or any other federal or state governmental agency for amendments or supplements to such registration statement or related prospectus or for additional information related thereto, Seller such Holder shall forthwith discontinue disposition of its such Holder's Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act) until Sellersuch Holder's receipt of the supplemented or amended prospectus or until Seller such Holder is advised in writing by the EXHIBIT A 7 Company that the use of the applicable prospectus may be resumed. In such a case, the Effectiveness Period shall be extended by the number of days from and including the date of the giving of such notice to and including the date when Seller each Holder shall have received a copy of the supplemented or amended prospectus or when Seller such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed. The Company shall use all reasonable commercial its best efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this section.
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