Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. (b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement. (c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 6 contracts
Samples: Purchase Agreement (Biogentech Corp), Registration Rights Agreement (Sonic Foundry Inc), Registration Rights Agreement (Biogentech Corp)
Obligations of the Purchaser. a. At least five (a5) The calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Purchaser in writing of the information the Company requires from each such Purchaser if such Purchaser elects to have any of such Purchaser'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 Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior Each Purchaser covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the first anticipated filing date "Plan of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser Distribution" section of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are current prospectus relating to be included in the such Registration Statement.
(b) The b. Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The c. Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 3(f) or available for use by the Purchaserfirst sentence of 3(e), the such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the such Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed prospectus contemplated by the Company, the Purchaser shall deliver to the Company (at the expense of the CompanySection 3(f) or destroy all copies in the Purchaser's possession first sentence of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice3(e).
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Xtreme Companies Inc), Registration Rights Agreement (Xtreme Companies Inc), Registration Rights Agreement (Xtreme Companies Inc)
Obligations of the Purchaser. (a) The At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.17
(b) The Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 10.4(e) or available for use by the Purchaserfirst sentence of 10.4(d), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 10.4(e) or the SEC and declared effective and, if so directed by first sentence of 10.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended shares of Common Stock to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of 10.4(d) and for which the Purchaser has not yet settled.
(d) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Givemepower Corp)
Obligations of the Purchaser. (a) The A. Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Trading Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the each Purchaser of the information the Company requires from the Purchaser if Purchaser elects to have any of the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. Purchaser shall provide such information to the Company at least two (2) Trading Days prior to the first anticipated filing date of such Registration Statement if Purchaser 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 a holder thereof in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(a) or 2(c) hereof to such holder or other Person who fails to furnish to the Company a fully completed selling stockholder questionnaire at least two Trading Days prior to the Filing Date.
(b) The B. Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The C. Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 3(h) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable is advised by the Company pursuant to the terms of this Agreementthat such dispositions may again be made.
Appears in 2 contracts
Samples: Registration Rights Agreement (Trunity Holdings, Inc.), Registration Rights Agreement (Pan-African Investment Company, LLC)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents customary documents, in form and substance reasonably satisfactory to the Purchaser, in connection with such registration as the Company may reasonably requestregistration. At least ten five (105) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Purchaser elects to have any of its Registrable Securities or Additional included in the Registration Statement. The Purchaser 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 the Purchaser elects to have any of its Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 2.4(d)(C), 2.4(d)(D) and Section 2.4(e) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's Purchaser is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 2.5(c), the Holder may dispose of shares of Common Stock and the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the copies Company of the supplemented happening of any event of the kind described in subclauses (i) and (ii) of this Section 2.5(c), and for which the Holder has not yet settled.
(d) Notwithstanding the foregoing or amended Prospectus filed with anything to the SEC and declared effective andcontrary contained in this Agreement, if so directed by the Company, nothing in this Agreement shall require the Purchaser shall deliver to the Company (at the expense of the Company) provide any non-public financial information with respect to itself or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such noticeits Affiliates.
(e) The Purchaser may participate covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in any third party underwritten registration hereunder unless it (i) agrees to sell the connection with sales of Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreementany Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tyme Technologies, Inc.), Securities Purchase Agreement (Eagle Pharmaceuticals, Inc.)
Obligations of the Purchaser. (a) The Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it a completed and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At signed Selling Stockholder Questionnaire at least ten five (105) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify if the Purchaser elects to have any of the information the Company requires from the Purchaser if the Purchaser's its Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement; provided, however, that the Company must notify the Holder of an anticipated filing of a Registration Statement at least fifteen (15) Business Days prior to the first anticipated filing date of any Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or provided in response to a request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or Additional dispose of the shares of Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable SecuritiesSecurities that, as applicable, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received written confirmation from the Company of the availability of the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event rendering a Registration Statement no longer effective or available for use by of the Purchaserkind described in Section 2.3(d) and Section 2.3(e) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt Purchaser is advised by the Company that such dispositions may again be made and/or the use of the copies of the applicable Prospectus (as it may have been supplemented or amended Prospectus filed with the SEC and declared effective amended) may be resumed and, if so directed by the Company, the Purchaser shall each Holder will deliver to the Company or destroy (at the expense of the Company’s expense) or destroy all copies, other than permanent file copies then in the Purchaser's possession its possession, of the Prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be Whenever required by the 1933 Act under this Section 2 to effect the registration of any Registrable Securities under the Securities Act, the Purchaser shall, as expeditiously as reasonably possible:
(i) diligently use its best efforts to prepare and file with the SEC a registration statement on any form for which the Purchaser then qualifies of which counsel for the Purchaser shall deem appropriate and which form shall be available for the sale of such Registrable Securities or Additional Registrable Securities, as applicablein accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority in interest of the Registrable Securities to be registered thereunder, keep such registration statement effective for up to twelve months or until the Holders have informed the Purchaser in writing that the distribution of their Registrable Securities has been completed, whichever is earlier; PROVIDED, HOWEVER, that before filing a registration statement or prospectus or any amendments or supplements thereto, (A) the Purchaser shall execute provide the Sellers and one counsel selected by the Sellers with an adequate and appropriate opportunity to participate in the preparation of such documents registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, (B) each Seller shall have the opportunity to approve any information contained in such registration statement and prospectus pertaining solely to such Seller, and the Purchaser shall make such corrections thereto as requested by such Seller subject to the requirements of the Securities Act, and (C) the Purchaser shall notify the applicable Sellers (x) when such registration statement or prospectus or any amendment or supplement thereto has been filed, and with respect to any such registration statement or post-effective amendment, when the same has become effective, and (y) of any stop order issued or threatened by the SEC and take all reasonable action required to prevent the entry of such stop order or to remove it if entered;
(ii) diligently prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration as the Company may reasonably request. At least ten statement (10) Business Days prior including all exhibits and documents incorporated by reference), and use its best efforts to the first anticipated filing date of any Registration Statement (or cause each such shorter period amendment and supplement to become effective, as may be agreed necessary to by comply with the Purchaser), the Company shall notify the Purchaser provisions of the information Securities Act with respect to the Company requires from disposition of all securities covered by such registration statement;
(iii) as soon as reasonably possible, furnish to the Purchaser if Holders such reasonable number of copies of a prospectus, including a preliminary prospectus, in conformity with the Purchaser's requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities or Additional Registrable Securities are to be included owned by them (in the Registration Statement.each case including all exhibits);
(biv) The Purchaser, use its best efforts to register or qualify the securities covered by its acceptance such registration statement under such other securities or blue sky laws of the Registrable Securities such states and Additional Registrable Securities, if any, agrees to cooperate with the Company jurisdictions as shall be reasonably requested by the Company Holders and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of Registrable Securities in such jurisdiction, except that the Purchaser shall not be required in connection with the preparation and filing therewith or as a condition thereto to qualify to do business or file a general consent to service of a Registration Statement hereunder, unless the Purchaser has notified the Company process in writing of its election to exclude all of its Registrable Securities any such state or Additional Registrable Securities, as applicable, from the Registration Statement.jurisdiction;
(cv) If in the Purchaser determines to engage the services event of an underwriterany underwritten public offering, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering offering; PROVIDED, HOWEVER, that each Holder participating in such underwriting shall also enter into and take perform its obligations under such other actions as are an underwriting agreement, including furnishing any opinion of counsel or entering into a lock-up agreement reasonably required in order to expedite or facilitate requested by the dispositions managing underwriter;
(vi) notify each Holder of the Registrable Securities or Additional Registrable Securitiescovered by such registration statement, as applicable.
(d) The Purchaser agrees thatat any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, upon receipt of any notice from the Company of the happening of any event rendering as a Registration Statement no longer effective result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and promptly file such amendments and supplements which may be required pursuant to Section 2.3(b) on account of such event and use its best efforts to cause each such amendment and supplement to become effective;
(vii) apply for listing and use its best efforts to qualify the Registrable Securities being registered for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD");
(viii) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Purchaser to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(ix) make available for use inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, and one counsel selected by the Holders all financial and other records, pertinent corporate documents and properties of the Purchaser and its subsidiaries as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Purchaser's and its subsidiaries', officers, directors and employees, and the independent public accountants of the Purchaser, to supply all information reasonably requested in connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the Purchaser will immediately discontinue disposition SEC;
(xi) cooperate with each seller of Registrable Securities or Additional Registrable Securities pursuant to and each underwriter participating in the Registration Statement covering disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with any securities exchange or Additional the NASD;
(xii) furnish to the Holders of Registrable SecuritiesSecurities included in such registration statement a copy (with the original thereof to be delivered to the one counsel selected by the Holders), until (A) an opinion of counsel to the Purchaser, dated the effective date of the registration statement (or if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory to counsel for the Holders, and (B) a "comfort letter" signed by the independent public accountants of the Purchaser who have certified the Purchaser's receipt financial statements included in such registration statement, such letter to be dated the effective date of the copies registration statement (or if such registration includes an underwritten offering, dated the date of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required closing under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.agreement),
Appears in 1 contract
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchaser of the Warrants and the Registrable Securities pursuant to the Registration Statement.
(b) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement of the Warrants and the Registrable Securities of the Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Warrants and Registrable Securities or Additional Registrable Securities, as applicable, held by it it, and the intended method of disposition of the Warrants and the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Warrants and such Registrable Securities, as applicable, and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Days days prior to the first anticipated filing date of any the Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(bc) The Purchaser, by its acceptance of the Registrable Securities and Additional Warrants or Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its the Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 3(e) or available for use by the Purchaser3(f) above, the Purchaser it will immediately discontinue disposition of Registrable Securities its Warrants or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the such copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed prospectus contemplated by the Company, the Purchaser Section 3(e) or 3(f) shall deliver be furnished to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Online System Services Inc)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if Purchaser elects to have any of the Purchaser's Registrable Securities or Additional included in the Registration Statement. Purchaser 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 Purchaser elects to have any of the Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If In the Purchaser event the Company, at the request of the Purchaser, determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (A) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (B) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 3(j) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser 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 the Purchaser's ’s possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may not participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the PurchaserCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions commissions. Notwithstanding the foregoing, Purchaser shall not be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any expenses indemnification in excess favor of those payable the underwriter by the Company pursuant Purchaser shall be several and not joint and limited in the case of any Purchaser, to the terms proceeds received by Purchaser from the sale of this Agreementits Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Photogen Technologies Inc)
Obligations of the Purchaser. (a) The Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed a selling stockholder questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) that contains such information regarding itselfPurchaser, the Registrable Securities or Additional Registrable Securities, as applicable, securities of the Company held by it the Purchaser and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required reasonably requested by the 1933 Act Company to effect the registration of such Registrable Securities or Additional the Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At at least ten two (102) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify if the Purchaser elects to have any of the information the Company requires from the Purchaser if the Purchaser's its Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Class A Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or Additional dispose of the Class A Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable SecuritiesSecurities that, as applicable, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event rendering a Registration Statement no longer effective or available for use by of the Purchaserkind described in Section 2.3(d) and Section 2.3(e) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt Purchaser is advised by the Company that such dispositions may again be made and/or the use of the copies of the applicable Prospectus (as it may have been supplemented or amended Prospectus filed with the SEC and declared effective amended) may be resumed and, if so directed by the Company, the Purchaser shall each Holder will deliver to the Company or destroy (at the expense of the Company’s expense) or destroy all copies, other than permanent file copies then in the Purchaser's possession its possession, of the Prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Recursion Pharmaceuticals, Inc.)
Obligations of the Purchaser. (ai) The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(bii) The Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(ciii) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 5.3(d)(v) or available for use by the Purchaserfirst sentence of 5.3(d)(iv), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 5.3(d)(v) or the SEC and declared effective and, if so directed by first sentence of 5.3(d)(iv) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended Common Shares to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.3(d)(v) or the first sentence of 5.3(d)(iv) and for which the Purchaser has not yet settled.
(iv) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement
Appears in 1 contract
Obligations of the Purchaser. (a) 3.1 The Purchaser PURCHASER shall furnish in writing pay the Reservation Deposit to the Company such information regarding itselfAttorney’s Trust Account upon signature hereof by the PURCHASER. Such amount shall be invested by the Attorneys in terms of section 78(2A) of the Attorneys Act, interest accruing for the Registrable Securities or Additional Registrable Securitiesbenefit of the PURCHASER. The PURCHASER’S signature hereto constitutes the PURCHASER’S consent in terms of Section 78(2A) of the Attorneys Act, as applicable, held authorizing the attorneys to invest the Reservation Deposit and all amounts paid on account of the Purchase Price in an interest bearing account in terms of clause 4. The PURCHASER acknowledges that the Attorneys cannot invest any monies on the PURCHASER’S behalf until the PURCHASER has provided relevant FICA information. The PURCHASER undertakes to co-operate with the Attorneys in this respect immediately upon being requested to do so.
3.2 The Subject Matter shall be deemed to be reserved for the PURCHASER only once this Agreement is signed by it the PURCHASER and the intended method Reservation Deposit has been paid in terms of disposition clause 3.1.
3.3 The PURCHASER shall sign the Agreement of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days Sale without amendments prior to the first anticipated filing date of any Registration Statement (Expiry Date, or such shorter extended period as the SELLER may allow, failing which the Reservation Deposit shall be agreed forfeited to by the Purchaser)Seller, both parties reciprocally acknowledging that they shall have no further claim the one against the other arising herefrom. By signing this Reservation Agreement, the Company PURCHASER irrevocably authorises the Attorneys to release the Reservation Deposit plus the accrued interest to the SELLER.
3.4 Should the PURCHASER sign the Agreement of Sale prior to the Expiry Date, the Reservation Deposit as well as any interest earned thereon shall notify be retained in the Purchaser Attorney’s Trust Account and applied as a credit against Purchase Price payable in terms of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration StatementAgreement of Sale.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Reservation Agreement
Obligations of the Purchaser. (a) The At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of any information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 10.4(e) or available for use by the Purchaserfirst sentence of Section 10.4(d), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 10.4(e) or the SEC and declared effective and, if so directed by first sentence of Section 10.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended shares of Common Stock to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of Section 10.4(d) and for which the Purchaser has not yet settled.
(d) The Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rockwell Medical, Inc.)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the such Purchaser if the Purchaser's Purchaser elects to have any of the Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement. The Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement.
(c) If In the Purchaser event the Company determines to engage the services of an underwriter, underwriter which underwriter engagement is reasonably acceptable to the CompanyPurchaser, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchasereffective, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's ’s possession of the Prospectus prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the PurchaserCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (United Energy Corp /Nv/)
Obligations of the Purchaser. (ai) The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(bii) The Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(ciii) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 5.3(c)(v) or available for use by the Purchaserfirst sentence of 5.3(c)(iv), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 5.3(c)(v) or the SEC and declared effective and, if so directed by first sentence of 5.3(c)(iv) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended Common Shares to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.3(c)(v) or the first sentence of 5.3(c)(iv) and for which the Purchaser has not yet settled.
(iv) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement
Appears in 1 contract
Obligations of the Purchaser. (ai) The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(bii) The Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(ciii) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 5.3(d)(v) or available for use by the Purchaserfirst sentence of 5.3(d)(iv), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 5.3(d)(v) or the SEC and declared effective and, if so directed by first sentence of 5.3(d)(iv) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver un-legended Common Stock to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.3(d)(v) or the first sentence of 5.3(d)(iv) and for which the Purchaser has not yet settled.
(iv) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardiff Lexington Corp)
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchaser of the Registrable Securities pursuant to the Registration Statement.
(b) It shall be a condition precedent to the obligations of the Company to complete the registration of the Registrable Securities of the Purchaser pursuant to this Agreement that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Days days prior to the first anticipated filing date of any the Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Purchaser elects to have any of its Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. In order to participate in an underwritten offering under Section 2, the Purchaser shall be required to provide such documents as the underwriter may reasonably require (which may include an opinion of counsel).
(bc) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its the Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening occurrence of any event rendering a Registration Statement no longer effective of the kind described in Section 3(e) or available for use by the Purchaser3(f) above, the Purchaser it will immediately discontinue disposition of Registrable Securities or Additional its Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the such copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed prospectus contemplated by the Company, the Purchaser Section 3(e) or 3(f) shall deliver be furnished to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the number of Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by rules of the 1933 Act SEC to effect the registration of such Registrable Securities or Additional the Registrable Securities, as applicable, . The information so provided by any given Purchaser shall be included without material alteration in the Registration Statement and shall execute not be modified without such documents in connection with such registration as the Company may reasonably requestPurchaser's written consent. At least ten (10) Business Days business days prior to the first anticipated filing date of any the Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from each Purchaser (the "Requested Information") if such Purchaser if the elects to have any of such Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. If within five (5) business days of such notice the Company has not received the Requested Information from a Purchaser (a "Non-Responsive Purchaser"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Purchaser once the Registration Statement has been declared effective by the SEC the Company shall not be obligated to file a post-effective amendment to the Registration Statement to include, or otherwise register the resale of, the shares of such Non-Responsive Purchaser.
(b) The Purchaser, by its the Purchaser's' acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless the any given Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If In the event the Purchaser determines holding a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its such Purchaser's' obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions disposition of the Registrable Securities or Additional Registrable Securities, as applicableunless any Purchaser have notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's' Registrable Securities from the applicable Registration Statement. No Purchaser shall be obligated to participate in any such underwriting.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 3(f) or available for use by the Purchaser3(g), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the such Purchaser's 's' receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, the such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies copies, other than file copies, in the such Purchaser's possession possession, of the Prospectus prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The No Purchaser may participate in any third party underwritten registration hereunder unless it such Purchaser (i) agrees to sell the such Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into approved by the PurchaserPurchaser entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities, in excess of those each case to the extent not payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Miravant Medical Technologies)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be Whenever required by the 1933 Act to effect the registration of any Registrable Securities, the Purchaser shall, as expeditiously as reasonably possible:
(A) prepare and file with the SEC a registration statement with respect to such Registrable Securities or Additional and use all reasonable and diligent efforts to cause such registration statement to become effective, and, upon the request of the Holder of a majority of the Registrable SecuritiesSecurities registered thereunder, as applicablekeep such registration statement effective for up to one hundred twenty (120) Business Days or, if earlier, until the Holder has completed the distribution related thereto;
(B) prepare and shall execute file with the SEC such documents amendments and supplements to such registration statement and the prospectus used in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period statement as may be agreed necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (A) above;
(C) furnish to the Holder such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.Holder;
(bD) The Purchaser, use its reasonable and diligent efforts to register and qualify the securities covered by its acceptance such registration statement under such other securities or Blue Sky laws of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company such jurisdictions as shall be reasonably requested by the Company Holder; provided that the Purchaser shall not be required in connection with the preparation and filing therewith or as a condition thereto to qualify to do business or to file a general consent to service of a Registration Statement hereunder, unless the Purchaser has notified the Company process in writing of its election to exclude all of its Registrable Securities any such states or Additional Registrable Securities, as applicable, from the Registration Statement.jurisdictions;
(cE) If in the Purchaser determines to engage the services event of an underwriterany underwritten public offering, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter underwriter(s) of such offering offering. The Holder participating in such underwriting, shall also enter into and take perform its obligations under such other actions an agreement; and
(F) notify the Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event as are reasonably a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Purchaser will use reasonable and diligent efforts to amend or supplement such prospectus in order to expedite cause such prospectus not to include any untrue statement of a material fact or facilitate omit to state a material fact required to be stated therein or necessary to make the dispositions statements therein not misleading in the light of the Registrable Securities or Additional Registrable Securities, as applicablecircumstances then existing.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Sina Com)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be Whenever required by the 1933 Act under Section 2.1 to effect the registration of such Registrable Securities or Additional any Registrable Securities, the Purchaser shall, as applicableexpeditiously as reasonably possible,
(a) use its best efforts to prepare and file with the SEC as soon as reasonably practicable, a registration statement with respect to the Registrable Securities and shall execute use its best efforts to cause such documents registration to promptly become effective;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period statement as may be agreed necessary to by comply with the Purchaser), the Company shall notify the Purchaser provisions of the information Securities Act with respect to the Company requires from disposition of all securities covered by such registration statement;
(c) furnish to the Purchaser if Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Purchaser's requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.owned by them;
(bd) The Purchaser, use its reasonable commercial efforts to register and qualify the securities covered by its acceptance such registration statement under such other securities or Blue Sky laws of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company such jurisdictions as shall be reasonably requested by the Company Holders; provided that, the Purchaser shall not be required in connection with the preparation and filing therewith or as a condition thereto to qualify to do business or to file a general consent to service of a Registration Statement hereunderprocess in any such states or jurisdictions, unless the Purchaser has notified is already subject to service in such jurisdiction and except as may be required by the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.Act;
(ce) If in the Purchaser determines to engage the services event of an underwriterunderwritten public offering, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering offering. Each Holder participating in such underwriting shall also enter into and take perform its obligations under such other actions as are reasonably required in order to expedite or facilitate the dispositions of the an agreement;
(f) cause all such Registrable Securities registered pursuant to this Agreement hereunder to be listed on a national securities exchange or Additional trading system and each securities exchange and trading system on which similar securities issued by the Purchaser are then listed;
(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, as applicable.in each case not later than the effective date of such registration; and
(dh) The Purchaser agrees thatuse its reasonable commercial efforts to furnish, upon receipt at the request of any notice from the Company Holder requesting registration of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to this Section 2, on the Registration Statement covering date on which such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver are sold to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securitiesunderwriter, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees an opinion, dated such date, of the counsel representing the Purchaser for the purposes of such registration, in form and substance as is customarily given to sell underwriters in an underwritten public offering, addressed to the Registrable Securities or Additional Registrable Securitiesunderwriters, as applicableif any, on and (ii) a “comfort” letter dated such date, from the basis provided in any underwriting arrangements in usual and customary form entered into by independent certified public accountants of the Purchaser, (ii) completes in form and executes all questionnairessubstance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant addressed to the terms of this Agreementunderwriters, if any.
Appears in 1 contract
Samples: Registration Rights Agreement (Tradestar Services, Inc.)
Obligations of the Purchaser. 4.1 PURCHASER must pay a Reservation Deposit in the amount of R35 000.00 (aThirty Five Thousand Rand) (hereinafter referred to as the "Reservation Deposit"). The Purchaser shall furnish in writing PURCHASER must sign the said Agreement of Sale, without any amendments /rectifications and present same to IGrow Wealth Investments (Pty) Ltd to present to SELLER within 5 (five) business days from the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method date of disposition receipt of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall Agreement of Sale.
4.3 The Seller will be required by the 1933 Act obliged to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires accept a written offer from the Purchaser if made by the PurchaserPurchaser to the Seller to enable the Purchaser to purchase the Property from the Seller upon the standard terms and conditions of the Seller's Registrable Securities or Additional Registrable Securities are prescribed Agreement of Sale.
4.4 The reservation deposit will be considered to be included a part payment of the purchase price and refundable should PURCHASER not obtain the required financing, as provided for in the Registration Statementsaid Agreement of Sale. In the event where PURCHASER has received a 100% financing through a financial institution, the reservation deposit will be refunded to the Purchaser on date of registration of the Property.
(b) The Purchaser, by its acceptance 4.5 On fulfillment of the Registrable Securities and Additional Registrable Securitiesabove, if any, agrees the PURCHASER has a further 5 (Five) business days to cooperate with the Company as reasonably deliver all documents requested by the Company in connection with IGrow Wealth Home Loans for the preparation purpose of finalisation of the bond application, failing to do so, SELLER has the right to immediately cancel the reservation and filing refund the PURCHASERS’ deposit and make the property available to the next purchaser on the waiting list.
4.6 It is mutually agreed that the deposit of a Registration Statement hereunderR35 000,00 (Thirty Five Thousand Rand) is refundable by the transferring attorney to PURCHASER, unless should the Purchaser has notified PURCHASER not obtain bond financing due to circumstances outside of his/her/their control and the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securitiestransaction is cancelled, as applicable, from provided for in the Registration Statementsaid Agreement of Sale.
(c) If 4.7 PURCHASER further agrees hereto that IGrow Wealth Home Loans will be appointed as bond originator where the Purchaser determines deed of sale is subject to engage the services of an underwriter, which underwriter is reasonably acceptable obtaining a bond to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicablebe registered.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Reservation Agreement
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing agrees that on the Effective Date, subject to the Company such information regarding itselfterms and conditions of this Agreement, and in consideration for the Registrable Securities or Additional Registrable Securitiesaforesaid sale, assignment, transfer, conveyance and delivery:
(i) Purchaser will pay to the Seller the sum of the aggregate of the following: the aggregate purchase price for the Leasehold Improvements, Furniture, Fixtures and Equipment, and the Branch and ATM Cash, as applicableadjusted by the pro rata rents paid in advance on the rented safe deposit boxes and pro rata adjustments as provided at Section 1.10; and (ii) (ii) the Purchaser will assume and agree to pay, held by it perform and discharge all Deposit Liabilities of the Seller to transfer to Purchaser as of the Closing Date, including accrued interest, attributed on the records of the Seller to the Branches now existing or hereafter arising and existing on the Effective Date as set forth at Schedule 1.02(b) (i)(1) "Schedule of Deposit Liabilities" attached hereto, with only such changes therein as shall have occurred in the ordinary course of business of the Seller between the date of such schedule and the intended method Effective Date. The risk of disposition loss for deposited items in transit as of the Registrable Securities or Additional Registrable SecuritiesClosing Date shall rest with the Seller. The purchase price for the Prepaid Rent, as applicableReal Property, held by itLeasehold Improvements, as Furniture, Fixtures and Equipment shall be required by equal to the 1933 Act book value of the Seller under generally accepted accounting principles as set forth at Schedule 1.02(b)(i)(2).
(ii) Purchaser will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of the Seller arising on and after the Closing Date related to effect the registration leased property, personal property, furniture, fixtures and equipment, rented safe deposit boxes, exclusive of Break-Opens, and any related contracts and service agreements listed in Schedule 1.02(b)(ii), except to the extent that assumption of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed obligations is objected to by the Purchaser)applicable third party despite the assistance of Seller's best efforts, the Company shall notify the or Purchaser and Seller agree to modify or cancel as appropriate, such obligations as of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration StatementClosing Date.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Branch Purchase and Deposit Assumption Agreement (Nittany Financial Corp)
Obligations of the Purchaser. (a) The A. Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Trading Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if Purchaser elects to have any of the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. Purchaser shall provide such information to the Company at least two (2) Trading Days prior to the first anticipated filing date of such Registration Statement if Purchaser 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 a holder thereof in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(a) or 2(c) hereof to such holder or other Person who fails to furnish to the Company a fully completed selling stockholder questionnaire at least two Trading Days prior to the Filing Date.
(b) The B. Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The C. Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii), or (ii) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 3(h) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable is advised by the Company pursuant to the terms of this Agreementthat such dispositions may again be made.
Appears in 1 contract
Obligations of the Purchaser. (a) The Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form (or such other questionnaire or statement reasonably acceptable to the Company) that contains such information regarding itselfPurchaser, the Registrable Securities or Additional Registrable Securities, as applicable, securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required reasonably requested by the 1933 Act Company to effect the registration of such the Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At at least ten five (105) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify if the Purchaser elects to have any of the information the Company requires from the Purchaser if the Purchaser's its Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing, and no later than two (2) Business Days prior to the anticipated filing date of such Registration Statement. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any thirty (30) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement. The Company may require each selling Holder to furnish to the Company a statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event rendering a Registration Statement no longer effective or available for use by of the Purchaserkind described in Section 2.3(d) and Section 2.3(e) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt Purchaser is advised by the Company that such dispositions may again be made and/or the use of the copies of the applicable Prospectus (as it may have been supplemented or amended Prospectus filed with the SEC and declared effective amended) may be resumed and, if so directed by the Company, the Purchaser shall each Holder will deliver to the Company or destroy (at the expense of the Company’s expense) or destroy all copies, other than permanent file copies then in the Purchaser's possession its possession, of the Prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Obligations of the Purchaser. 4.1 PURCHASER must pay a Reservation Deposit in the amount of R5 000.00 (aFive Thousand Rand) (hereinafter referred to as the "Reservation Deposit") into the trust account of the transferring attorney.
4.2 PURCHASER must sign the said Agreement of Sale, without any amendments / rectifications and present same to IGrow Wealth Investments (Pty) Ltd to present to SELLER within 24 hours from the date of receipt of the Agreement of Sale which IGrow Wealth Investments will provide to PURCHASER.
4.3 PURCHASER is further made aware that SELLER can only accept a reservation upon receipt of a written offer from PURCHASER and that the reservation deposit of R5 000 does not constitute to a formal reservation of the purchase.
4.4 The Purchaser shall furnish reservation deposit will be considered to be a part payment of the purchase price and refundable should PURCHASER not obtain the required financing, as provided for in writing the said Agreement of Sale. In the event where PURCHASER has received a 100% financing through a financial institution, the reservation deposit will be refunded to the Company such information regarding itselfPurchaser on date of registration of the Property.
4.5 On fulfilment of the above, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act PURCHASER has a further 3 (Three) business days to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such deliver all documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with IGrow Wealth Homeloans for the preparation purpose of finalisation of the bond application, failing to do so, SELLER has the right to immediately cancel the reservation and filing refund the PURCHASERS’ deposit and make the property available to the next purchaser on the waiting list.
4.6 It is mutually agreed that the deposit of a Registration Statement hereunderR5 000,00 is refundable by the transferring attorney to PURCHASER, unless should the Purchaser has notified PURCHASER not obtain bond financing due to circumstances outside of his/her/their control and the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securitiestransaction is cancelled, as applicable, from provided for in the Registration Statementsaid Agreement of Sale.
(c) If 4.7 PURCHASER further agrees hereto that IGrow Wealth Homeloans will be appointed as bond originator where the Purchaser determines deed of sale is subject to engage the services of an underwriter, which underwriter is reasonably acceptable obtaining a bond to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicablebe registered.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Reservation Agreement
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the number of Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by rules of the 1933 Act SEC to effect the registration of such Registrable Securities or Additional the Registrable Securities, as applicable, . The information so provided by the Purchaser shall be included without material alteration in the Registration Statement and shall execute not be modified without such documents in connection with such registration as the Company may reasonably requestPurchaser's written consent. At least ten (10) Business Days business days prior to the first anticipated filing date of any the Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from each such Purchaser (the "Requested Information") if such Purchaser if the elects to have any of such Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. If within five (5) business days of such notice the Company has not received the Requested Information from an Purchaser (a "Non-Responsive Purchaser"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Purchaser.
(b) The Purchaser, by its the Purchaser's acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless the such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If In the event the Purchaser determines holds a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its such Purchaser's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions disposition of the Registrable Securities or Additional Registrable Securities, as applicableunless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the applicable Registration Statement. No Purchaser shall be obligated to participate in any such underwriting.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 3(f) or available for use by the Purchaser3(g), the such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the such Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, the such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies copies, other than file copies, in the such Purchaser's possession possession, of the Prospectus prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The No Purchaser may participate in any third party underwritten registration hereunder unless it such Purchaser (i) agrees to sell the such Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into approved by the PurchaserPurchaser entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities, in excess of those each case to the extent not payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Miravant Medical Technologies)
Obligations of the Purchaser. (a) The Purchaser shall, (i) offer to sell or otherwise distribute the Subject Stock in reliance upon a registration contemplated by this Agreement only after a registration statement shall furnish have been filed with the SEC, (ii) sell or otherwise distribute the Subject Stock in writing reliance upon such registration only if a registration statement is then effective under the Securities Act, (iii) not sell or otherwise distribute any of the Subject Stock during any period specified in a Suspension Notice delivered to the Purchaser pursuant to Section 2(b) or after receiving a Termination Notice pursuant to Section 4 (until the Purchaser shall have received written notice from the Company that the registration is again effective), (iv) distribute the Subject Stock only in accordance with the manner of distribution contemplated by the prospectus and (v) report to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held distributions made by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of shares of the information Subject Stock pursuant to the prospectus. The Purchaser, by participating in a registration pursuant to this Agreement, acknowledges that the remedies of the Company requires from at law for failure by the Purchaser if to comply with the Purchaser's Registrable Securities or Additional Registrable Securities are undertaking contained in this paragraph (a) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the Purchaser in this paragraph (a) may be included in the Registration Statementspecifically enforced.
(b) The Purchaser shall furnish to the Company in writing promptly upon the request of the Company the information regarding the Purchaser, by its acceptance the contemplated distribution of the Registrable Securities Subject Stock and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested other information regarding the proposed distribution by the Company Purchaser that shall be required in connection with the preparation proposed distribution by the applicable securities laws of the United States of America and filing of a Registration Statement hereunder, unless the states thereof in which the Subject Stock are contemplated to be distributed. The information furnished by the Purchaser has notified shall be certified by the Company Purchaser and shall be stated to be specifically for use in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from connection with the Registration Statementregistration.
(c) If The obligations of the Company to maintain a registration statement are conditioned upon the Purchaser determines of the Subject Stock furnishing to engage the services Company the information in respect of an underwriter, which underwriter is reasonably acceptable the distribution of the Subject Stock that may be required under this Agreement to be furnished by the Purchaser to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Seachange International Inc)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any the Registration Statement (for any registration under this Agreement, the Purchaser will furnish to the Company a complete Stockholder Questionnaire. The Company will notify the Purchaser of any information regarding the Purchaser that the Company reasonably requires from the Purchaser other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three Business Days prior to the applicable anticipated filing date. The Purchaser further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or such shorter period use the Prospectus for offers and resales of Registrable Securities at any time, unless the Purchaser has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as may be agreed to by described in the Purchaser)previous sentence. If the Purchaser of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall notify use its best commercial efforts to take such actions as are required to name the Purchaser of as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. The Purchaser acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 5(a) will be used by the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the preparation of each Registration Statement and hereby consents to the inclusion of such information in each Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 3(j) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable is advised by the Company pursuant to the terms of this Agreementthat such dispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Manitex International, Inc.)
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchaser shall furnish in writing of the Registrable Securities pursuant to the Registration Statement;
(b) Furnish to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities. The intended method or methods of disposition and/or sale (Plan of Distribution) of the Registrable Securities or Additional as so provided by the Purchaser shall be included without alteration in the Registration Statement covering the Registrable Securities, as applicable, Securities and shall execute such documents in connection with such registration as not be changed without written consent of the Company may reasonably requestPurchaser. At least ten five (105) Business Days business days prior to the first anticipated filing date of any the Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Purchaser elects to have any of its Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.. In order to participate in an underwritten offering under Section 2, the Purchaser shall be required to provide such documents as the underwriter may reasonably require;
(bc) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its the Purchaser's Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.; and
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective Blackout Event of the kind described in Section 3(f) or available for use by the Purchaser3(g) above, the Purchaser it will immediately discontinue disposition of Registrable Securities or Additional its Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the such copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed prospectus contemplated by the Company, the Purchaser Section 3(f) or 3(g) shall deliver be furnished to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Advanced Viral Research Corp)
Obligations of the Purchaser. ON THE DATE HEREOF ----------------------------------------------- On the date hereof, the Purchaser has delivered to the Vendor the following documents, in each case duly executed or otherwise in proper form:
6.1 the wire transfer to the Vendor as required by Clause 2.2.2(i); and
6.2 a schedule (the "Environmental Non-Compliance Schedule") that sets forth (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required Environmental Non-Compliance Conditions identified by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, Purchaser and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days Purchaser's Environmental Consultant during their due diligence investigations prior to the first anticipated filing date of any Registration Statement hereof (or such shorter period as may be agreed to by the Purchaser"Known Environmental Non-Compliance Conditions"), and (b) the Company shall notify good faith estimate (the Purchaser "Estimated Known Environmental Non-Compliance Costs") of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance Environmental Consultant of the Registrable Securities amount that could be necessary to indemnify the Purchaser and/or the Company or any Subsidiary for the Environmental Non-Compliance Costs arising from or related to the Known Environmental Non-Compliance Conditions, it being understood that the Estimated Known Environmental Non-Compliance Costs (i) are estimates only and Additional Registrable Securitiesdo not purport to represent the actual Known Environmental Non-Compliance Costs, if any, agrees to cooperate with incurred by the Purchaser and/or the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the PurchaserSubsidiary, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under have not been approved by the terms of such underwriting arrangements, Vendor and (iii) agrees do not constitute per se an agreement of the Vendor to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by indemnify the Company Purchaser, such an obligation to arise only pursuant to Clause 13. "Known Environmental Non-Compliance Costs" shall mean the terms of actual Environmental Non-Compliance Costs arising from or relating to the Known Environmental Non-Compliance Conditions as defined in this AgreementClause 6.2. Notwithstanding anything to the contrary set forth above, Known Environmental Non-Compliance Costs shall not include those budgeted capital expenditures set forth in Schedule 6.2 notwithstanding the fact that such capital expenditures may be set forth on the Environmental Non-Compliance Schedule.
Appears in 1 contract
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The 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 that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by of the Purchaserkind described in Section 3(e), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective prospectus contemplated by Section 3(e) and, if so directed by the Company, the Purchaser 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 the Purchaser's possession possession, of the Prospectus prospectus covering the such Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(ed) The Without limiting the Purchaser's rights under Section 2(a), the Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the its Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the PurchaserCompany, (ii) completes agrees to complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.
(e) The Purchaser agrees to notify the terms Company promptly, but in any event within 72 hours after the date on which all Registrable Securities owned by the Purchaser have been sold, if such date is prior to the termination Date, so that the Company may comply with its obligation to terminate the Registration Statement in accordance with Item 512 of this AgreementRegulation S-K or Regulation S-B, as the case may be.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)
Obligations of the Purchaser. (a) The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser if the Purchaser’s Registrable Securities are to be 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 the Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its the Purchaser’s acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Sections 3(e) or available for use by the Purchaser3(f), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed contemplated by the Company, the Purchaser shall deliver to the Company (at the expense of the CompanySections 3(e) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities 3(f) or Additional Registrable Securities, as applicable, current at the time of receipt of such noticenotice that no supplement or amendment is required.
(ed) The Purchaser may participate covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in any third party underwritten registration hereunder unless it (i) agrees to sell the connection with sales of Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreementa Registration Statement.
Appears in 1 contract
Obligations of the Purchaser. (ai) The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(bii) The Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(ciii) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 5.3(c)(v) or available for use by the Purchaserfirst sentence of Section 5.3(c)(iv), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 5.3(c)(v) or the SEC and declared effective and, if so directed by first sentence of Section 5.3(c)(iv) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended Common Shares to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.3(c)(v) or the first sentence of Section 5.3(c)(iv) and for which the Purchaser has not yet settled.
(iv) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
Appears in 1 contract
Obligations of the Purchaser. (a) The At least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of the Purchaser that the Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act Company to effect and maintain the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall timely execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering of the kind described in Section 3(g) or the first sentence of 3(f) (a Registration Statement no longer effective or available for use by the Purchaser“No Sale Notice”), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of copies of the supplemented or Additional amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Purchaser has not yet settled.
(d) The Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption there from in connection with sales of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such noticeStatement.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (XpresSpa Group, Inc.)
Obligations of the Purchaser. 4.1 PURCHASER must pay a Reservation Deposit in the amount of R10 000.00 (aTen Thousand Rand) (hereinafter referred to as the "Reservation Deposit") into the trust account of the transferring attorney.
4.2 PURCHASER must sign the said Agreement of Sale, without any amendments / rectifications and present same to IGrow Wealth Investments (Pty) Ltd to present to SELLER within 24 hours from the date of receipt of the Agreement of Sale which IGrow Wealth Investments will provide to PURCHASER.
4.3 PURCHASER is further made aware that SELLER can only accept a reservation upon receipt of a written offer from PURCHASER and that the reservation deposit of R10 000 does not constitute to a formal reservation of the purchase.
4.4 The Purchaser shall furnish reservation deposit will be considered to be a part payment of the purchase price and refundable should PURCHASER not obtain the required financing, as provided for in writing the said Agreement of Sale. In the event where PURCHASER has received a 100% financing through a financial institution, the reservation deposit will be refunded to the Company such information regarding itselfPurchaser on date of registration of the Property.
4.5 On fulfilment of the above, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act PURCHASER has a further 3 (Three) business days to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such deliver all documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with IGrow Wealth Homeloans for the preparation purpose of finalisation of the bond application, failing to do so, SELLER has the right to immediately cancel the reservation and filing refund the PURCHASERS’ deposit and make the property available to the next purchaser on the waiting list. Initial
4.6 It is mutually agreed that the deposit of a Registration Statement hereunderR10 000,00 is refundable by the transferring attorney to PURCHASER, unless should the Purchaser has notified PURCHASER not obtain bond financing due to circumstances outside of his/her/their control and the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securitiestransaction is cancelled, as applicable, from provided for in the Registration Statementsaid Agreement of Sale.
(c) If 4.7 PURCHASER further agrees hereto that IGrow Wealth Homeloans will be appointed as bond originator where the Purchaser determines deed of sale is subject to engage the services of an underwriter, which underwriter is reasonably acceptable obtaining a bond to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicablebe registered.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Reservation Agreement
Obligations of the Purchaser. (ai) The Purchaser shall furnish use its reasonable best efforts to consummate and obtain the Debt Financing on the terms and conditions described in writing the Debt Financing Commitments, including using reasonable best efforts to (A) maintain in effect the Financing Commitments, subject to the Company such information regarding itselfright to amend or otherwise modify or waive rights under the same as permitted hereby, (B) negotiate definitive agreements with respect thereto on the Registrable Securities terms and conditions contained in the Debt Financing Commitments and (C) satisfy on a timely basis all conditions applicable to Purchaser in the Debt Financing Commitments that are within its control (or Additional Registrable Securities, as applicable, held by it and obtain the intended method waiver of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior conditions applicable to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included contained in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude Debt Financing Commitments). If all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable conditions to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the CompanyFinancing Commitments have been satisfied, the Purchaser shall deliver use its reasonable best efforts to cause the Lenders and the Person providing the Equity Financing to fund on the Closing Date the Financing to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement. For the avoidance of doubt, the syndication of the Debt Financing to the Company extent permitted by the Debt Financing Commitments shall not be deemed to violate the Purchaser’s obligations under this Agreement; provided, however, that the Initial Lenders (at as defined in the expense Debt Financing Commitments) shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Company) or destroy all copies in Debt Financing until the Purchaser's possession initial funding of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such noticeDebt Financing has occurred.
(eii) The Purchaser may participate in any third party underwritten registration hereunder unless it shall notify the Sellers, as promptly as practicable, of (i) agrees to sell any termination of any of the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the PurchaserFinancing Commitments, (ii) completes and executes all questionnairesthe receipt of any written notice or other written communication (other than negotiations of the definitive agreements with respect to the Financing) from any Financing Source with respect to any actual default, powers breach, termination or repudiation of attorneyany Financing Commitment or any definitive agreement relating to the Financing, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, in each case by any party thereto; and (iii) agrees if for any reason Purchaser believes in good faith that it will not be able to pay obtain all or any portion of the Financing on the terms contemplated by the Financing Commitments or the definitive agreements relating to the Financing, as the case may be.
(iii) The Purchaser shall have the right from time to time to (A) amend, replace, supplement or otherwise modify, or waive any of its pro rata share rights under, the Debt Financing Commitments, (B) substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative Financing Sources and/or (C) reduce the amount of Debt Financing under the Debt Financing Commitments in its reasonable discretion; provided, that the Purchaser shall not agree to or permit any amendments, replacements, supplements or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or the definitive agreements relating to the Financing without the prior written consent of Superior Plus LP (such consent not to be unreasonably withheld, conditioned or delayed), if such amendments, replacements, supplements, modifications or waivers would (w) with respect to the Financing Commitments, reduce (or could have the effect of reducing) the aggregate amount of the Financing to an amount committed below the amount that, together with other immediately available financial resources of the Purchaser, including amounts available pursuant to any corresponding increase in the Equity Financing Commitments and cash and cash equivalents of the Purchaser and the Corporations, would be required to consummate the transactions contemplated by this Agreement, (x) impose new or additional conditions or otherwise expand upon, amend or modify any of the conditions precedent to the Debt Financing in any respect that would make such conditions less likely to be satisfied by the Closing Date or (y) otherwise be reasonably likely to (prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. The Purchaser shall promptly deliver to the Sellers true and complete copies of any such amendment, modification or waiver.
(iv) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, the Purchaser shall promptly use its commercially reasonable efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions that, taken as a whole, are at least as favorable to Purchaser (as determined in the reasonable judgment of the Purchaser) as the terms and conditions set forth in the Debt Financing Commitments. The Purchaser shall promptly deliver to the Sellers true and complete copies of all underwriting discounts Contracts or other arrangements relating to such alternate financing, and commissions Purchaser shall keep the Sellers informed on a timely basis in reasonable detail of the status of such alternate financing and any expenses material developments relating thereto.
(v) The Purchaser shall, and shall cause its Affiliates to, cause the Equity Financing to be funded in the event that the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing.
(vi) All non-public or otherwise confidential information regarding the Corporations obtained by the Purchaser or its Affiliates or representatives pursuant to clause (ii) above shall be kept confidential in accordance with the Confidentiality Agreement.
(vii) In the event that on the final day of the Marketing Period (A) all or any portion of the Debt Financing structured as high-yield financing has not been consummated, (B) all closing conditions contained in Section 7.1 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) and (C) the Bridge Facility (as defined in the Debt Financing Commitment) (or alternative bridge financing obtained in accordance with the preceding sentence) is available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof as contemplated by the preceding paragraph), then the Purchaser shall borrow under and use the proceeds of the Bridge Facility (or such alternative bridge financing) to replace such affected portion of the high-yield financing no later than the last day of the Marketing Period. For purposes of this Agreement, Marketing Period shall mean the first period of 20 consecutive Business Days after the date hereof throughout which (x) the Purchaser and its Financing Sources shall have the Required Information (as defined below) and during which period such information shall remain compliant at all times with provisions of Regulation S-X and Regulation S-K under the Securities Act applicable to a registered offering under the Securities Act and (y) the conditions set forth in Section 7.1 shall be satisfied (other than those conditions that by their nature are to be satisfied at the Closing), and nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 7.1 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20-Business Day period; provided, that (1) the Marketing Period must occur entirely during the period (I) from and including July 11, 2016 through and including August 19, 2016, (II) from and including September 7, 2016 through and including October 28, 2016; (III) from and including October 31, 2016 through and including December 16, 2016 (with a customary pause, but not a restart, for the Thanksgiving holiday weekend) or (IV) from and including January 5, 2017 through and including March 31, 2017; provided, however, that if the expiration date of the Debt Financing Commitments is extended to a date later than October 28, 2016, the restart of the Marketing Period contemplated by clauses (II) and (III) above shall be postponed correspondingly to match such extension; (2) the Marketing Period shall not be deemed to have commenced if (X) prior to the completion of the Marketing Period, Deloitte LLP shall have withdrawn its audit opinion with respect to any of the financial statements delivered pursuant to this Agreement in respect of which Deloitte LLP has delivered an audit opinion or (Y) the financial statements included in the Required Information that are available to Purchaser on the first day of any such 20-Business Day period would not be sufficiently current on any day during such period to permit (I) a registration statement using such financial statements to be declared effective by the SEC on the last day of such period and (II) the Financing Sources to receive customary “comfort” (including “negative assurance” comfort) from independent accountants with respect to such financial statements, in which case the Marketing Period shall thereafter commence at such time as Deloitte LLP has reissued its opinion and such financial statements shall once again be sufficiently current to permit the events described in subsections (2)(Y)(I) and (2)(Y)(II) of this paragraph; and (3) the Marketing Period shall end on any earlier date on which the Debt Financing, including the high-yield financing (other than any portion of the Debt Financing that constituted Senior Secured Bridge Loans (as defined in the Debt Financing Commitment) with respect to such high-yield financing), is consummated. If, at any time, the Sellers reasonably believe that all Required Information has been made available to Purchaser and the Marketing Period shall commence, then the Sellers may deliver to Purchaser written notice to that effect, in which case the Marketing Period will be deemed to have begun on the date such notice has been delivered to Purchaser, unless Purchaser delivers written notice to the Sellers within three Business Days after delivery of Sellers’ notice stating in reasonable detail which items of the Required Information have not been made available to it, in which case the Marketing Period shall commence as of the date such missing information is provided to Purchaser.
(viii) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.19(a) or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of the Purchaser be deemed or construed to require, the Purchaser to seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of those payable by that contemplated by, the Company pursuant to the terms Equity Financing Commitment.
(ix) For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended, modified, replaced, supplemented or substituted by this Section 5.19(a) and references to “Financing Commitments” or “Debt Financing Commitments” shall include such documents as permitted to be amended, modified, replaced, supplemented or substituted by this Section 5.19(a).
Appears in 1 contract
Samples: Share Purchase Agreement (Foundation Building Materials, Inc.)
Obligations of the Purchaser. The Purchaser shall, as expeditiously as reasonably possible following the Closing:
(a) The Prepare and file with the SEC a registration statement with respect to 395,745 shares of Purchaser common stock to be issued to the Seller on the Closing (the "REGISTRABLE SHARES") and use all reasonable efforts to cause such registration statement to become effective within 120 days following the Closing, and, upon the request of a Person participating in such registration (a "PARTICIPATING PERSON"), keep such registration statement effective for up to 120 days or, if earlier, until such Participating Person has completed the distribution related thereto; provided, however, that at any time, upon written notice to the Participating Person and for a period not to exceed 60 days thereafter (the "SUSPENSION PERIOD"), the Purchaser may suspend the use or effectiveness of any registration statement (and the Participating Persons shall agree not to offer or sell any Registrable Shares pursuant to such registration statement during the Suspension Period) if the Purchaser reasonably believes that the Purchaser may, in the absence of such suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have an adverse effect upon the Purchaser, its stockholders, a potentially significant transaction or event involving the Purchaser, or any negotiations, discussions, or proposals directly relating thereto. In the event that the Purchaser shall furnish in writing exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the Company such information regarding itselfduration of the Suspension Period; provided, further, the Registrable Securities or Additional Registrable Securities, as applicable, held Suspension Period must be approved by it a majority of the Purchaser's Board of Directors.
(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents prospectus used in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period statement as may be agreed necessary to by comply with the Purchaser), the Company shall notify the Purchaser provisions of the information Securities Act with respect to the Company requires from 37 disposition of all securities covered by such registration statement for the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included period set forth in the Registration Statement.
paragraph (ba) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statementabove.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable Furnish to the CompanyParticipating Persons such number of copies of a prospectus, the Purchaser agrees to enter into and perform its obligations under an underwriting agreementincluding a preliminary prospectus, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, conformity with the managing underwriter requirements of such offering the Securities Act, and take such other actions documents as are they reasonably required may request in order to expedite or facilitate the dispositions disposition of the Registrable Securities or Additional Registrable Securities, as applicableShares.
(d) The Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Participating Persons; provided that the Purchaser agrees that, upon receipt shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any notice from such states or jurisdictions.
(e) Notify the Company Participating Persons at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event rendering as a Registration Statement no longer effective result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or available for use by omits to state a material fact required to be stated therein or necessary to make the Purchaser, statements therein not misleading in the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt light of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such noticecircumstances then existing.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Raindance Communications Inc)
Obligations of the Purchaser. (a) The Purchaser shall, (i) offer to sell or otherwise distribute the Subject Stock in reliance upon a registration contemplated by this Agreement only after a registration statement shall furnish have been filed with the SEC, (ii) sell or otherwise distribute the Subject Stock in writing reliance upon such registration only if a registration statement is then effective under the Securities Act, (iii) not sell or otherwise distribute any of the Subject Stock during any period specified in a Suspension Notice delivered to the Purchaser pursuant to Section 2(b) or after receiving a Termination Notice pursuant to Section 4 (until the Purchaser shall have received written notice from the Company that the registration is again effective), (iv) distribute the Subject Stock only in accordance with the manner of distribution contemplated by the prospectus and (v) report to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held distributions made by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of shares of the information Subject Stock pursuant to the prospectus. The Purchaser, by participating in a registration pursuant to this Agreement, acknowledges that the remedies of the Company requires from at law for failure by the Purchaser if to comply with the Purchaser's Registrable Securities or Additional Registrable Securities are undertaking contained in this paragraph (a) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the Purchaser in this paragraph (a) may be included in the Registration Statementspecifically enforced.
(b) The PurchaserPurchaser shall furnish, by its acceptance and shall cause each underwriter of the Registrable Securities and Additional Registrable SecuritiesSubject Stock to be distributed pursuant to the registration to furnish, if any, agrees to cooperate with the Company as reasonably requested in writing promptly upon the request of the Company the information regarding the Purchaser or the underwriter, the contemplated distribution of the Subject Stock and the other information regarding the proposed distribution by the Company Purchaser and the underwriter that shall be required in connection with the preparation proposed distribution by the applicable securities laws of the United States of America and filing of a Registration Statement hereunder, unless the states thereof in which the Subject Stock are contemplated to be distributed. The information furnished by the Purchaser has notified or any underwriter shall be certified by the Company in writing of its election to exclude all of its Registrable Securities Purchaser or Additional Registrable Securitiesthe underwriter, as applicablethe case may be, from and shall be stated to be specifically for use in connection with the Registration Statementregistration.
(c) If The obligations of the Company to maintain a registration statement are conditioned upon (i) the Purchaser determines to engage or any underwriter of the services of an underwriter, which underwriter is reasonably acceptable Subject Stock furnishing to the CompanyCompany the information in respect of the distribution of the Subject Stock that may be required under this Agreement to be furnished by the Purchaser or the underwriter to the Company and (ii) if such registration involves an underwritten offering, the Purchaser agrees to enter entering into and perform its obligations under an underwriting agreement, agreement in usual and customary form, including, without limitation, customary indemnification and contribution obligations, form with the managing underwriter of or underwriters selected for such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicableunderwritten offering.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, If the Purchaser will immediately discontinue disposition intends to distribute the Subject Stock by means of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Companyan underwritten offering, the Purchaser shall deliver cause the underwriter or underwriters selected for such underwriting to the Company (at the expense of the Company) or destroy all copies enter into an underwriting agreement in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered and shall enter into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreementagreement with such underwriter or underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Qwest Communications International Inc)
Obligations of the Purchaser. (a) The At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of any information the Company requires from the Purchaser in order to have that Purchaser’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 Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, it as shall be reasonably required by the 1933 Act to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement.:
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective of the kind described in Section 10.4(e) or available for use by the Purchaserfirst sentence of Section 10.4(d), the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's ’s receipt of the copies of the supplemented or amended Prospectus filed with prospectus contemplated by Section 10.4(e) or the SEC and declared effective and, if so directed by first sentence of Section 10.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the Companycontrary, the Purchaser Company shall cause its transfer agent to deliver unlegended Ordinary Shares to the Company (at the expense a transferee of the Company) or destroy all copies Purchaser in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to accordance with the terms of this AgreementAgreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of Section 10.4(d) and for which the Purchaser has not yet settled.
(d) The Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Life Biosciences LLC)
Obligations of the Purchaser. In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:
(a) The Purchaser shall furnish in writing Furnish to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities. The intended method or methods of disposition and/or sale (Plan of Distribution) of the Registrable Securities or Additional as so provided by the participating Purchaser shall be included without alteration in any Registration Statement covering the Registrable Securities, as applicable, Securities and shall execute such documents in connection with such registration as not be changed without written consent of the Company may reasonably requestPurchaser. At least ten five (105) Business Days business days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are Purchaser elects to be included in the Registration Statement.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all have any of its Registrable Securities or Additional Registrable Securities, as applicable, from the included in such Registration Statement.; and
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(db) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective Blackout Event of the kind described in Section 3(f) or available for use by the Purchaser3(g) above, the Purchaser it will immediately discontinue disposition of Registrable Securities or Additional its Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the such copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed prospectus contemplated by the Company, the Purchaser Section 3(f) or 3(g) shall deliver be furnished to the Company Purchaser.
(at c) The Purchaser agrees that, for a period of that is thirty (30) days from the expense date the Registration Statement filed pursuant to Section 2(a) of the Company) or destroy all copies this Agreement becomes effective, it will not sell, pursuant to such Registration Statement, in the Purchaser's possession excess of the Prospectus covering one-half of the Registrable Securities or Additional Registrable Securitiesregistered pursuant to such Registration Statement; provided, as applicablehowever, current at the time of receipt of that such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it limitation shall not apply (i) agrees in the event and to sell the Registrable Securities extent such thirty (30) day period is more than one hundred twenty (120) days after the Closing Date or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnairesto any shares of Common Stock acquired by the Purchaser upon exercise of the Warrant after a Call Notice (as that term is defined in the Warrant), powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable has been sent by the Company pursuant to the terms of this AgreementPurchaser.
Appears in 1 contract
Samples: Registration Rights Agreement (Max Internet Communications Inc)
Obligations of the Purchaser. (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten five (105) Business Trading Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser)Statement, the Company shall notify the Purchaser of the information the Company requires from the Purchaser if Purchaser elects to have any of the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. Purchaser shall provide such information to the Company at least two (2) Trading Days prior to the first anticipated filing date of such Registration Statement if Purchaser 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 a holder thereof in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(a) or 2(c) hereof to such holder or other Person who fails to furnish to the Company a fully completed selling stockholder questionnaire at least two Trading Days prior to the Filing Date.
(b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the such Registration Statement.
(c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable.
(d) The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii), or (ii) the happening of any an event rendering a Registration Statement no longer effective or available for use by the Purchaserpursuant to Section 3(h) hereof, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.
(e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable is advised by the Company pursuant to the terms of this Agreementthat such dispositions may again be made.
Appears in 1 contract
