Common use of Obligations of the Shareholders Clause in Contracts

Obligations of the Shareholders. In connection with the registration of the Registrable Securities, the Shareholders shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of particular Shareholders that such Shareholders furnish to the Company any information regarding each Shareholder reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least thirty (30) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such Shareholder. b. Each Shareholder, by such Shareholders' acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless such Shareholder has notified the Company in writing of such Shareholders' election to exclude all of such Shareholders' Registrable Securities from the Registration Statements. c. No Shareholder may participate in any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, 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.

Appears in 3 contracts

Samples: Equipment Purchase Agreement (Cyber Defense Systems Inc), Registration Rights Agreement (Cyber Defense Systems Inc), Registration Rights Agreement (Cyber Defense Systems Inc)

AutoNDA by SimpleDocs

Obligations of the Shareholders. In connection with (a) Each Shareholder shall furnish in writing to the registration Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable SecuritiesSecurities held by it, the Shareholders shall have the following obligations: a. It as shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of particular Shareholders that such Shareholders furnish to the Company any information regarding each Shareholder reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least thirty five (305) days Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such ShareholderShareholder if such Shareholder elects to have any of its Registrable Securities included in the Registration Statement. A Shareholder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Shareholder elects to have any of its Registrable Securities included in the Registration Statement. b. (b) Each Shareholder, by such Shareholders' its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statements Statement hereunder, unless such Shareholder has notified the Company in writing of such Shareholders' its election to exclude all of such Shareholders' its Registrable Securities from such Registration Statement. (c) Each Shareholder agrees that, upon receipt of any notice from the Company of either (x) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (y) the happening of an event pursuant to Section 3(h) hereof, such Shareholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statements. c. No Statement covering such Registrable Securities, until the Shareholder may participate in any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, 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 Section 5 belowthat such dispositions may again be made.

Appears in 2 contracts

Samples: Registration Rights Agreement (Selectica Inc), Registration Rights Agreement (Selectica Inc)

Obligations of the Shareholders. In connection with the registration of the Registrable Securities, the Shareholders (a) Each Shareholder shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of particular Shareholders that such Shareholders furnish in writing to the Company any such information regarding each itself, the Shareholder Registrable Securities held by it and the intended method of disposition of the Shareholder Registrable Securities held by it, as shall be reasonably required to effect the registration of such Shareholder Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least thirty five (305) days Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such ShareholderShareholder if such Shareholder elects to have any of the Shareholder Registrable Securities included in the Registration Statement. A Shareholder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Shareholder elects to have any of the Shareholder Registrable Securities included in the Registration Statement. b. (b) Each Shareholder, by such Shareholders' acceptance of the Registrable Securities, Shareholder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statements Statement hereunder, unless such Shareholder has notified the Company in writing of such Shareholders' its election to exclude all of such Shareholders' its Shareholder Registrable Securities from the such Registration StatementsStatement. c. No (c) Each Shareholder may participate in agrees that, upon receipt of any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, 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 notice from the Company of either the happening of an event pursuant to Section 5 below5(h) hereof, such Shareholder will immediately discontinue disposition of Shareholder Registrable Securities pursuant to the Registration Statement covering such Shareholder Registrable Securities, until the Shareholder receipt of the supplemented or amended prospectus filed with the SEC and until and related post-effective amendment is declared effective by the SEC.

Appears in 1 contract

Samples: Registration Rights Agreement (Unipro Financial Services Inc)

Obligations of the Shareholders. a. Each Shareholder agrees to complete and deliver to the Company the Selling Stockholder Questionnaire attached hereto as Exhibit B. In addition to the information provided by each Shareholder in the Selling Stockholder Questionnaire, the Company shall notify the Shareholders in writing of the information the Company reasonably requires from any Shareholder in connection with the any registration of the Registrable Securities, the statement hereunder. Each Shareholders shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of particular Shareholders that such Shareholders furnish to the Company any such information regarding each Shareholder itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least thirty (30) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such Shareholder. b. Each Shareholder, by such Shareholders' acceptance of the Registrable Securities, Shareholder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration statement hereunder. c. Each Shareholder agrees that, upon receipt of any notice from the Registration Statements hereunderCompany of the happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of 3(e), unless such Shareholder will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in connection with any sale of Registrable Securities with respect to which any such Shareholder has notified entered into a contract for sale prior to the Company's knowledge of and subsequent issuance of a notice from the Company to the Shareholder of the happening of any event of the kind described in writing Section 3(f) or the first sentence of such Shareholders' election to exclude all of such Shareholders' Registrable Securities from the Registration Statements. c. No Shareholder may participate in any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements3(e), and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by for which the Company pursuant to Section 5 belowShareholder has not yet settled.

Appears in 1 contract

Samples: Merger Agreement (VistaGen Therapeutics, Inc.)

AutoNDA by SimpleDocs

Obligations of the Shareholders. In connection with the registration of the Registrable Securities, the Shareholders shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Shareholders Shareholder (or any damages to such Shareholder) that such Shareholders Shareholder shall furnish to the Company any such information regarding each Shareholder itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least thirty five (305) days Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Shareholder of the any information the Company requires from each such Shareholder. b. Each Shareholder, by such Shareholders' Shareholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements Statement hereunder, unless such Shareholder has notified the Company in writing of such Shareholders' Shareholder’s election to exclude all of such Shareholders' Shareholder’s Registrable Securities from the Registration StatementsStatement. c. No Shareholder may participate in any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Genetronics Biomedical Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!