Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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; (B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and (C) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 4 contracts
Samples: Registration Rights Agreement (Magic Media Networks Inc), Registration Rights Agreement (3dicon Corp), Registration Rights Agreement (Diatect International Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor in connection with the filing of the Registration Statement. The Company shall be obligated to include as a selling stockholder in such Registration Statement each Investor that provides such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement and the Company shall not be obligated to register the Registrable Securities of any Investor that does not provide such information by such date.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 4 contracts
Samples: Registration Rights Agreement (World Heart Corp), Registration Rights Agreement (New Leaf Ventures II, L.P.), Registration Rights Agreement (World Heart Corp)
Obligations of the Investors. In (a) Each Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the registration preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities, the Investors shall have the following obligations:Securities from such Registration Statement.
(Ab) It Specifically, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular that the Investor that such Investor shall furnish 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 securities and shall execute such documents in connection with such registration as the Company may reasonably request;.
(B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any an event of the kind described in pursuant to Section 3(E3(e) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) prospectus filed with the SEC and declared effective and, if so directed by the Company, such the 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 such the Investor’s possession, possession of the Prospectus covering such the Registrable Securities current at the time of receipt of such notice.
Appears in 4 contracts
Samples: Registration Rights Agreement (U S Gold Corp), Registration Rights Agreement (Sterling Mining CO), Registration Rights Agreement (Paramount Gold Mining Corp.)
Obligations of the Investors. In a. The Company shall notify the Investors in writing of the information the Company reasonably requires from the Investors in connection with the any registration of the Registrable Securities, the statement hereunder. The Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itselfthemselves, the Registrable Securities held by it the Investors 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;.
(B) Each Investor by its acceptance of the Registrable Securities agrees b. The Investors agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement any registration statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(C) Each Investor agrees c. The Investors agree that, upon receipt of any notice from the Company of the occurrence happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of 3(e), the Investors will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investors have entered into a contract for sale prior to the Investors’ receipt of a notice from the Company of the happening of any event of the kind described in Section 3(E3(f) or 3(F), it shall immediately discontinue its disposition the first sentence of Registrable Securities pursuant to 3(e) and for which the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeInvestors have not yet settled.
Appears in 3 contracts
Samples: Registration Rights Agreement (Kma Global Solutions International Inc), Registration Rights Agreement (Kma Global Solutions International Inc), Registration Rights Agreement (Kma Global Solutions International Inc)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall promptly 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 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 ten (B10) Each Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor by its acceptance of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities agrees to cooperate with the Company included in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and. An 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Cb) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any an Allowed Delay or (ii) the happening of an event of the kind described in pursuant to Section 3(E3(c)(vi) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt the Investor is advised by the Company that the Allowed Delay has terminated or that the Registration Statement or Prospectus, as the case may be, no longer contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) andcircumstances under which they were made, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticenot misleading.
Appears in 3 contracts
Samples: Subordinated Promissory Note (LCC International Inc), Subordinated Promissory Note (Wireless Facilities Inc), Subordinated Promissory Note (LCC International Inc)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities and Company securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities Securities, to respond to requests by the SEC, FINRA or any state securities commission or as may be required to be disclosed by applicable securities laws and shall execute such documents in connection with such registration as the Company may reasonably request;
. At least five (B5) Each Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor by its acceptance of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities agrees to cooperate with the Company included in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(Cb) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E) or 3(F2(c)(ii), it shall immediately or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will use its commercially reasonable efforts to promptly discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such dispositions may again be made. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.
(c) The Company shall have no obligation to make liquidated damages payments under this Agreement to any Investor shall deliver to the Company (at the expense as a result of the Company) or destroy (and deliver to the Company a certificate delays caused by its breach of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticethese obligations.
Appears in 2 contracts
Samples: Registration Rights Agreement (Adamis Pharmaceuticals Corp), Registration Rights Agreement (Adamis Pharmaceuticals Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent Each Investor agrees to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit B (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the date the Company proposes to file a Registration Statement pursuant to this Agreement. Each Investor shall furnish in writing to the Company such additional information and documents regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and Securities. An Investor shall execute provide such documents in connection with such registration as information to the Company may reasonably request;
at least two (B2) Each Business Days prior to the first anticipated filing date of such Registration Statement if such Investor by its acceptance elects to have any of the Registrable Securities included in the Registration Statement. The Company shall not be required to include the Registrable Securities of an Investor in a Registration Statement to such Investor who fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two Business Days prior to the proposed filing date of a Registration Statement.
(b) Each Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor covenants and agrees that, upon receipt of any notice from that it will comply with the Company prospectus delivery requirements of the occurrence of any event of the kind described Securities Act as applicable to it (unless an exemption therefrom is available) in Section 3(E) or 3(F), it shall immediately discontinue its disposition connection with sales of Registrable Securities pursuant to the a Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeStatement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wynnefield Partners Small Cap Value Lp), Registration Rights Agreement (DLH Holdings Corp.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall promptly furnish in writing to the Company such information regarding itself, the Registrable Securities held by it itself 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 ten Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor.
(Bb) Each Investor 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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any an Allowed Delay pursuant to Section 2.2 or (ii) the happening of an event of the kind described in pursuant to Section 3(E) or 3(F2.4(a)(ix), it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of Investor is advised by the Company that a supplemented or amended Prospectus contemplated by Section 3(E) has been filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such then the 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 such Investor’s possession, possession of the Prospectus covering such the Registrable Securities current at the time of receipt of such notice.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Igate Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor and its respective representative as identified in the Purchase Agreement of the information the Company requires from such Investor. An 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.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) prospectus filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such the 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 such the Investor’s possession, possession of the Prospectus covering such the Registrable Securities current at the time of receipt of such notice.
Appears in 2 contracts
Samples: Registration Rights Agreement (Matritech Inc/De/), Registration Rights Agreement (Matritech Inc/De/)
Obligations of the Investors. In connection with (a) At least five (5) Business Days prior to the registration first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the Registrable Securities, information the Investors shall have the following obligations:
(A) Company seeks from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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 it, as shall be reasonably required required, in the good faith judgment of such Investor, to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;shall not be required to pay any holder of Registrable Securities any fee under Section 2(d) if such Filing Failure or Effectiveness Failure was caused by such holders failure to provide the information to the Company required hereby.
(B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(Cb) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 3(E3(g) or 3(Fthe first sentence of Section 3(f), it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(E3(f) and, if so directed by or receipt of notice that no supplement or amendment is required.
(c) Each Investor covenants and agrees that it will comply with the Company, such Investor shall deliver to the Company (at the expense prospectus delivery requirements of the Company) or destroy (and deliver Securities Act as applicable to the Company a certificate it in connection with sales of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticepursuant to a Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (CENNTRO ELECTRIC GROUP LTD), Registration Rights Agreement (NAKED BRAND GROUP LTD)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor. An Investor shall provide such information to the Company at least three (3) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company in writing that such dispositions may again be made.
(d) The Company shall have no obligation to make liquidated damages payments under this Agreement to any Investor shall deliver to the Company (at the expense that is in breach of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticethese obligations.
Appears in 2 contracts
Samples: Registration Rights Agreement (PRECISION OPTICS Corp INC), Registration Rights Agreement (Precision Optics Corporation Inc)
Obligations of the Investors. In connection with a. At least seven (7) days prior to the registration anticipated filing date of the Registrable SecuritiesRegistration Statement under Sections 2(a) and 2(g), the Investors Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have the following obligations:
(A) any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself 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;.
(B) b. Each Investor by its such Investor'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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) Each c. In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees thatto enter into and perform such Investor's obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of any notice from such offering and take such other actions as are reasonably required in order to expedite or facilitate the Company disposition of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSecurities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Visual Data Corp), Registration Rights Agreement (Visual Data Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. Such 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities agrees for registration in a Registration Statement to be filed with the SEC hereunder shall be required to agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(Cc) Each Investor agrees shall be required to agree that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall the Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 2 contracts
Samples: Registration Rights Agreement (GRANDPARENTS.COM, Inc.), Registration Rights Agreement (GRANDPARENTS.COM, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the registration statement. An 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 such Investor elects to have any of the Registrable Securities included in the registration statement.
(Bb) Each Investor 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 the Registration Statement a registration statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; andsuch registration statement.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any an Allowed Delay pursuant to Section 2.5 or (ii) the happening of an event of the kind described in pursuant to Section 3(E4(e) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement registration statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 2 contracts
Samples: Registration Rights Agreement (Zhongpin Inc.), Registration Rights Agreement (Strong Technical Inc)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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;, including but not limited to the Selling Stockholder Notice and Questionnaire attached hereto as Exhibit B (the “Questionnaire”). At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor in connection with the filing of the Registration Statement. The Company shall be obligated to include as a selling stockholder in such Registration Statement each Investor that provides such information (including the Questionnaire) to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement and the Company shall not be obligated to register the Registrable Securities of any Investor that does not provide such information (including the Questionnaire) by such date.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 2 contracts
Samples: Registration Rights Agreement (World Heart Corp), Registration Rights Agreement (World Heart Corp)
Obligations of the Investors. In a. The Company shall notify the Investors in writing of the information the Company reasonably requires from the Investors in connection with the registration of the Registrable Securities, the any Registration Statement hereunder. The Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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;.
(B) Each Investor by its acceptance of the Registrable Securities agrees b. The Investors agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(C) Each Investor agrees c. The Investors agree that, upon receipt of any notice from the Company of the occurrence happening of any event or existence of facts of the kind described in Section 4(f) or the first sentence of Section 4(e), the Investors will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) or the first sentence of Section 4(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement or the related agreements entered into therewith, as applicable, in connection with any sale of Registrable Securities with respect to which any Investor has entered into a contract for sale prior to the Investors’ receipt of a notice from the Company of the happening of any event of the kind described in Section 3(E4(f) or 3(F), it shall immediately discontinue its disposition the first sentence of Registrable Securities pursuant to Section 4(e) and for which the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeInvestors have not yet settled.
Appears in 2 contracts
Samples: Registration Rights Agreement (Safe & Green Development Corp), Registration Rights Agreement (Safe & Green Development Corp)
Obligations of the Investors. In connection with a. At least fourteen (14) Business Days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities, the Investors shall have the following obligations:
(A) Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;. All information provided to the Company by an Investor pursuant to this Section 3(a) shall be in writing, and such writing shall expressly acknowledge that the information is being provided for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto.
(B) b. Each Investor Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor’s election to exclude all of its such Investor’s Registrable Securities from the such Registration Statement; and.
(C) c. Each Investor covenants and agrees that, upon receipt of any notice from that it will comply with the Company prospectus delivery requirements of the occurrence of any event of the kind described 1933 Act as applicable to it in Section 3(E) or 3(F), it shall immediately discontinue its disposition connection with sales of Registrable Securities pursuant to the a Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeStatement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Elbit Vision Systems LTD), Registration Rights Agreement (Elbit Vision Systems LTD)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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;, including a completed questionnaire in the form attached hereto as Exhibit B. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Opexa Therapeutics, Inc.)
Obligations of the Investors. In connection with a. At least seven (7) days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities, the Investors shall have the following obligations:
(A) Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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;.
(B) b. Each Investor Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) Each c. In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until enter into and perform such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and's obligations under an underwriting agreement, if so directed by the Companyin usual and customary form, such Investor shall deliver including, without limitation, customary indemnification and contribution obligations (only with respect to violations which occur in reliance upon and in conformity with information furnished in writing to the Company (at by such Investor expressly for use in the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.Registration
Appears in 1 contract
Samples: Registration Rights Agreement (Altair International Inc)
Obligations of the Investors. In connection with a. At least seven (7) days prior to the registration first anticipated filing date of the Registrable SecuritiesRegistration Statement which shall include share of Common Stock held by the Investors, the Investors Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have the following obligations:
(A) any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself 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;.
(B) b. Each Investor by its such Investor'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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) Each c. In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees thatto enter into and perform such Investor's obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of any notice from such offering and take such other actions as are reasonably required in order to expedite or facilitate the Company disposition of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSecurities.
Appears in 1 contract
Samples: Registration Rights Agreement (E-Net Financial Com Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such 4.1 Each 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 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;. Furthermore, each Investor will promptly, and in any event within three (3) calendar days of a Company request, respond fully to any reasonable request for information as required by the Company or the SEC or any other regulator for inclusion in the Registration Statement or in correspondence to the SEC or such other regulator. Failure to respond to such requests will stay any obligation of the Company to register such Investor’s securities.
(B) 4.2 Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(C) 4.3 Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E) or 3(F2.3(b), it shall or (ii) the happening of an event pursuant to Section 3.7 hereof, such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Investor is advised by the Company that such Investor’s receipt dispositions may again be made.
4.4 Each Investor covenants and agrees that it will comply with the prospectus delivery and other requirements of the copies 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement, including compliance with the “Plan of Distribution” section of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, then current prospectus relating to such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (PRECISION OPTICS Corp INC)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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;
(Ba) Each Investor has answered all questions on the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete throughout the Effectiveness Period and each Investor will notify the Company immediately of any change in any of such information until the end of the Effectiveness Period.
(b) Each 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(f) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) prospectus filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such the 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 such the Investor’s possession, possession of the Prospectus covering such the Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Applied Imaging Corp)
Obligations of the Investors. In connection with (a) At least seven (7) days prior to the registration first anticipated filing date of the Registrable SecuritiesRegistration Statement, the Investors Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have the following obligations:
(A) any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself 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;.
(Bb) Each Investor by its such Investor'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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(Cc) Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees thatto enter into and perform such Investor's obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of any notice from such offering and take such other actions as are reasonably required in order to expedite or facilitate the Company disposition of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSecurities.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors each Investor shall have the following obligations:;
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Investor that such the Investor shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall timely execute such documents in connection with such registration as the Company may reasonably request;.
(Bb) Each Investor The Investor, by its such Investor’s acceptance of the Registrable Securities 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, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(Cc) Each The Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(ESections 3(g), 3(h) or 3(F)3(i) above, it shall the Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the Investor receives the copies of the supplemented or amended Prospectus prospectus, or notice, contemplated by Section 3(ESections 3(g), 3(h) or 3(i) and, if so directed by the Company, such the 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 such the Investor’s possession, of the Prospectus prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the registration statement. An 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 such Investor elects to have any of the Registrable Securities included in the registration statement.
(Bb) Each Investor 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 the Registration Statement a registration statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; andsuch registration statement.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event an Allowed Delay pursuant to Section 2.5 or (ii) the happening of the kind described in an event. pursuant to Section 3(E4(e) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement registration statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Obligations of the Investors. In connection with (a) At least five (5) Business Days prior to the registration first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the Registrable Securities, information the Investors shall have the following obligations:
(A) Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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 itself as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;.
(Bb) Each Investor Investor, by its such Investor's acceptance of the Registrable Securities PIPE Warrants, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the each Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its Registrable Securities allocated to such Investor from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 3(E3(f) or 3(Fthe first sentence of 3(e), it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until such Investor’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(E) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company3(f) or destroy (and deliver to the Company a certificate first sentence of destructionSection 3(e) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of or receipt of such noticenotice that no supplement or amendment is required.
Appears in 1 contract
Samples: Registration Rights Agreement (Diana Containerships Inc.)
Obligations of the Investors. In connection with a. At least five Business Days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities, the Investors shall have the following obligations:
(A) Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;.
(B) b. Each Investor Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor’s election to exclude all of its such Investor’s Registrable Securities from the such Registration Statement; and.
(C) Each c. To the extent required by applicable law, each Investor agrees that, upon receipt of any notice from shall promptly notify the Company of any change in any information regarding such Investor furnished by such Investor to the occurrence of any event Company for inclusion in a Registration Statement. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the kind described 1933 Act as applicable to it in Section 3(E) or 3(F), it shall immediately discontinue its disposition connection with sales of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeStatement.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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;, including a completed questionnaire in the form attached hereto as EXHIBIT B. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (PharmaFrontiers Corp.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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 8 ----------------- ----------------- Initials Initials Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;
(B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(C) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s 's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s 's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Dnaprint Genomics Inc)
Obligations of the Investors. In connection with a. At the registration Closing under the Securities Purchase Agreement or within two Business Days thereafter, each Buyer shall furnish to the Company in writing the information required by Items 507 and 508 of Regulation SK adopted by the SEC to be included in the Registration Statement required by Section 2(a) hereof for the inclusion of an Investor's Registrable Securities, the Investors shall have the following obligations:
(A) Securities in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself 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;.
(B) b. Each Investor by its such Investor'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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) Each c. In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees thatto enter into and perform such Investor's obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of any notice from such offering and take such other actions as are reasonably required in order to expedite or facilitate the Company disposition of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSecurities.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor. An Investor shall provide such information to the Company at least three (3) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company in writing that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (PRECISION OPTICS Corp INC)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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 ----------- ----------- Initials 8 Initials Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;
(B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(C) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s 's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s 's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Peabodys Coffee Inc/Nv)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents documents, questionnaires of certificates 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. A 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (New Era Marketing Inc)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(A) 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 Registrable Securities of a particular Investor that such Investor shall furnish 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;
(B) B. Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
(C) C. Each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (MultiCell Technologies, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor in connection with the filing of the Registration Statement. The Company shall be obligated to include as a selling stockholder in such Registration Statement each Investor that provides such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement and the Company shall not be obligated to register the Registrable Securities of any Investor that does not provide such information by such date.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Mill Road Capital, L.P.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to that each selling Investor shall complete the Registrable Securities of a particular Investor that such Investor Registration Statement Questionnaire attached hereto as Appendix II, and shall furnish to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities securities held by it as the Company shall reasonably request and as shall be reasonably required in order to effect the any registration of such Registrable Securities and shall execute such documents in connection with such registration as by the Company may reasonably request;pursuant to this Agreement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such the Investor’s 's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) prospectus filed with the SEC and declared effective and, if so directed by the Company, such the 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 such the Investor’s possession, 's possession of the Prospectus covering such the Registrable Securities current at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Onyx Software Corp/Wa)
Obligations of the Investors. In connection with (a) At least five (5) Business Days prior to the registration first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the Registrable Securities, information the Investors shall have the following obligations:
(A) Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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 itself as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request;.
(Bb) Each Investor Investor, by its such Investor’s acceptance of the Registrable Securities Preferred Warrants, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the each Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor’s election to exclude all of its Registrable Securities allocated to such Investor from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 3(E3.(g) or 3(Fthe first sentence of 3.(f), it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(E) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company3.(g) or destroy (and deliver to the Company a certificate first sentence of destructionSection 3.(f) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of or receipt of such noticenotice that no supplement or amendment is required.
Appears in 1 contract
Obligations of the Investors. In connection with a. At least five (5) business days prior to the registration first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information (described in paragraph (b) below) the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities, the Investors shall have the following obligations:
(A) Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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;.
(B) b. Each Investor Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) c. Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 3(E3(g) or 3(Fthe first sentence of Section 3(f), it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities until such Investor’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(E) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company3(g) or destroy (and deliver to the Company a certificate first sentence of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSection 3(f).
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it 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 Securities. At least five (5) business days prior to the first anticipated filing date of any Registration Statement or Prospectus, the Company may reasonably request;shall notify each Investor of the information that the Company requires from such Investor if such Investor desires to have any of the Registrable Securities included in the Registration Statement or Prospectus. Any Investor who elects to have such Registrable Securities included in such Registration Statement or Prospectus shall provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement or Prospectus.
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement or Prospectus hereunder; provided, unless such however, that any Investor has notified who notifies the Company in writing of its election to exclude all of its Registrable Securities from such Prospectus need not so cooperate with the Registration Statement; andCompany.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence suspension of the use of any Prospectus pursuant to Section 3(c)(ii) of this Agreement; or (ii) the happening of an event of the kind described in pursuant to Section 3(E4(g) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Institutional Financial Markets, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities held by it included in the Registration Statement. Each 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 such Investor elects to have any of such Registrable Securities included in the Registration Statement.
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company in writing that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Response Genetics Inc)
Obligations of the Investors. In connection with a. At least seven (7) days prior to the registration first anticipated filing date of the Registrable SecuritiesRegistration Statement, the Investors Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have the following obligations:
(A) any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself 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;.
(B) b. Each Investor by its such Investor'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 the any Registration Statement hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement; and.
(C) Each c. In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees thatto enter into and to perform such Investor's obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of any notice from such offering and take such other actions as are reasonably required in order to expedite or facilitate the Company disposition of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticeSecurities.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(A) 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 Registrable Securities of a particular Investor that such Investor shall furnish 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 seven (7) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor.
(B) b. Each Investor Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate in a timely manner with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement Statements hereunder, unless such Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the Registration Statement; andStatements.
c. In the event Investors holding a majority-in-interest of the Registrable Securities being registered (Cwith the approval of the Initial Investors) Each determine to engage the services of an underwriter, each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until enter into and perform such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and's obligations under an underwriting agreement, if so directed by the Companyin usual and customary form, such 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 such Investor’s possessionincluding, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.without limitation,
Appears in 1 contract
Samples: Registration Rights Agreement (Tricord Systems Inc /De/)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It As long as the Company complies with the notice procedures herein, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish 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;
(B) Each . Unless otherwise required by the Commission or any applicable law, nothing in this Agreement shall obligate any Investor by its acceptance of to consent to be named as an underwriter in any Registration Statement pertaining to the Registrable Securities agrees Securities. At least twenty-one (21) days prior to cooperate with the Company in connection with the preparation and first anticipated filing date of the Registration Statement hereunderStatement, unless the Company shall notify each Investor of the information the Company reasonably requires from each such Investor has notified (the Company in writing of its election "Requested Information") if such Investor elects to exclude all have any of its Registrable Securities from included in the Registration Statement; and
. Such notice shall be clearly marked (C) Each Investor agrees thaton the envelope containing such notice, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(Efacsimile cover sheet, or as may otherwise be required) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.as follows: "
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 it, as is set forth on the questionnaire attached to this Agreement as Exhibit B ("Selling Stockholder Questionnaire"). At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall be reasonably required provide notice to effect each Investor to deliver the registration Selling Stockholder Questionnaire if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide the Selling Stockholder Questionnaire to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities and shall execute such documents included in connection with such registration as the Company may reasonably request;Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunderhereunder and covenants that it will only effect sales of Registrable Securities in accordance with the plan of distribution attached hereto as Exhibit A, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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;of
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities Securities, until the Investor is advised by the Company that such Investor’s receipt dispositions may again be made.
(d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticepursuant to any Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Aclaris Therapeutics, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor in connection with the filing of the Registration Statement. The Company shall be obligated to include as a selling stockholder in such Registration Statement each Investor that provides such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement and the Company shall not be obligated to register the Registrable Securities of any Investor that does not provide such information by such date.
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (National Technical Systems Inc /Ca/)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities and Company securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities Securities, to respond to requests by the SEC, FINRA or any state securities commission or as may be required to be disclosed by applicable securities laws and shall execute such documents in connection with such registration as the Company may reasonably request;
. At least five (B5) Each Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor by its acceptance of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities agrees to cooperate with the Company included in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(Cb) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall immediately such Investor will use its commercially reasonable efforts to promptly discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such dispositions may again be made. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.
(c) The Company shall have no obligation to make liquidated damages payments under this Agreement to any Investor shall deliver to the Company (at the expense as a result of the Company) or destroy (and deliver to the Company a certificate delays caused by its breach of destruction) all copies in such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticethese obligations.
Appears in 1 contract
Samples: Registration Rights Agreement (Adamis Pharmaceuticals Corp)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any an event of the kind described in pursuant to Section 3(E3(h) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Speed Commerce, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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 each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An 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 such Investor elects to have any of the Registrable Securities included in the Registration Statement.
(Bb) Each Investor 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 the a Registration Statement hereunder, unless in which such Investor has notified the Company in writing requested inclusion of its election to exclude all any of its Registrable Securities from the Registration Statement; andpursuant to Section 2(a).
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence happening of any an event of the kind described in pursuant to Section 3(E3(e) or 3(F)hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Power Solutions International, Inc.)
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:
(Aa) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each 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 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;. Furthermore, each Investor will promptly, and in any event within three (3) business days, respond fully to any reasonable request for information as required by the Company or the SEC or any other regulator for inclusion in the Registration Statement or in correspondence to the SEC or such other regulator (the “Investor Information”). Failure to respond to such requests will stay any obligation of the Company to register such Securities for such Investor and will stay any liquidated damages the Company may accrue as they relate to that Investor. Furthermore, if such Investor does not provide the Investor Information within three (3) business days of such request, the Company may, in its sole discretion, exclude such Investor’s securities from the Registration Statement.
(Bb) Each Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and.
(Cc) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the occurrence commencement of any event of the kind described in an Allowed Delay pursuant to Section 3(E2(c)(ii) or 3(F)(ii) the happening of an event pursuant to Section 3(h) hereof, it shall such Investor will immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed Investor is advised by the Company, Company that such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such noticedispositions may again be made.
Appears in 1 contract
Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors 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 Registrable Securities of a particular Investor that such Investor shall furnish 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;
(B) Each Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement; and
and (C) Each Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) and, if so directed by the Company, such 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 such Investor’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. 5.
Appears in 1 contract
Samples: Registration Rights Agreement (Material Technologies Inc /Ca/)
