OBLIGATIONS OF THE WARRANTHOLDERS. In connection with the registration of the Warrant Shares, the Warrantholders shall have the following obligations: (i) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to each Warrantholder that such Warrantholder shall furnish to the Company such information regarding itself, the Warrant Shares held by it and the intended method of disposition of the Warrant Shares held by it as shall be reasonably required to effect the registration of the Warrant Shares and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (15) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Warrantholder of the information the Company requires from each such Warrantholder (the "REQUESTED INFORMATION") if such Warrantholder elects to have any of such Warrantholder's Warrant Shares included in the Registration Statement. If within five (5) business days prior to the filing date the Company has not received the Requested Information from an Warrantholder (a "NON-RESPONSIVE WARRANTHOLDER"), then the Company may file the Registration Statement without including Warrant Shares of such Non-Responsive Warrantholder; (ii) Each Warrantholder by such Warrantholder's acceptance of the Warrant Shares agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Warrantholder has notified the Company in writing of such Warrantholder's election to exclude all of such Warrantholder's Warrant Shares from the Registration Statement; (iii) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(c)(iv) or 8(c)(v), such Warrantholder will immediately discontinue disposition of Warrant Shares pursuant to the Registration Statement covering such Warrant Shares until such Warrantholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(c)(iv) and, if so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder's possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice; (iv) In the event Warrantholders holding a majority in interest of Warrant Shares being registered determined to engage the services of an underwriter, each Warrantholder agrees to enter into and perform such Warrantholder'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 disposition of the Warrant Shares, unless such Warrantholder has notified the Company in writing of such Warrantholder's election to exclude all of such Warrantholder's Warrant Shares from the Registration Statement; and (v) No Warrantholder may participate in any underwritten registration hereunder unless such Warrantholder (i) agrees to sell such Warrantholder's Warrant Shares on the basis provided in any underwriting arrangements approved by the Warrantholders entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably requested 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 underwriters applicable with respect to its Warrant Shares, in each case to the extent not payable by the Company pursuant to the terms of this Agreement.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Universal Beverages Holdings Corp), Common Stock Purchase Warrant (Universal Beverages Holdings Corp), Common Stock Purchase Warrant (Universal Beverages Holdings Corp)
OBLIGATIONS OF THE WARRANTHOLDERS. In connection with the registration of the Warrant SharesRegistrable Securities, the Warrantholders shall have the following obligations:
(ia) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to each the Registrable Securities of a particular Warrantholder that such Warrantholder shall furnish to the Company such information regarding itself, the Warrant Shares Registrable Securities held by it and the intended method of disposition of the Warrant Shares Registrable Securities held by it as shall be reasonably required to effect the registration of the Warrant Shares such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen five (155) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Warrantholder of the information the Company requires from each such Warrantholder (the "REQUESTED INFORMATION") if such Warrantholder elects to have any of such Warrantholder's Warrant Shares included in the Registration Statement. If within five (5) business days prior to the filing date the Company has not received the Requested Information from an Warrantholder (a "NON-RESPONSIVE WARRANTHOLDER"), then the Company may file the Registration Statement without including Warrant Shares of such Non-Responsive Warrantholder;.
(iib) Each Warrantholder Warrantholder, by such Warrantholder's ’s acceptance of the Warrant Shares Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement Statements hereunder, unless such Warrantholder has notified the Company in writing of such Warrantholder's ’s election to exclude all of such Warrantholder's Warrant Shares ’s Registrable Securities from the Registration Statements, except to the extent any such requested information is required by the SEC or by applicable law to be included in any such Registration Statement;.
(iii) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(c)(iv) or 8(c)(v), such Warrantholder will immediately discontinue disposition of Warrant Shares pursuant to the Registration Statement covering such Warrant Shares until such Warrantholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(c)(iv) and, if so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder's possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice;
(ivc) In the event Warrantholders holding a majority in interest of Warrant Shares being registered determined event, the Company decides to engage the services of an underwriter, each Warrantholder agrees to enter into and perform such Warrantholder's ’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 disposition of the Warrant SharesRegistrable Securities, unless such Warrantholder has notified the Company in writing of such Warrantholder's ’s election to exclude all of such Warrantholder's Warrant Shares ’s Registrable Securities from such Registration Statement.
(d) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event described in Section 3(g), such Warrantholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement; andStatement covering such Registrable Securities until such Warrantholder’s receipt of the copies of the supplemented or amended prospectus. If so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
(ve) No Warrantholder may participate in any underwritten registration hereunder unless such Warrantholder (i) agrees to sell such Warrantholder's Warrant Shares ’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Warrantholders entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably requested required under the terms of such underwriting arrangements arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and any expenses in excess of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriters applicable with respect to its Warrant Shares, in each case to the extent not those payable by the Company pursuant to the terms of this AgreementSection 5 below.
Appears in 1 contract
OBLIGATIONS OF THE WARRANTHOLDERS. In connection with the registration of the Warrant Shares, the Warrantholders shall have the following obligations:
(i) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to each Warrantholder that such Warrantholder shall furnish to the Company such information regarding itself, the Warrant Shares held by it and the intended method of disposition of the Warrant Shares held by it as shall be reasonably required to effect the registration of the Warrant Shares and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (15) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Warrantholder of the information the Company requires from each such Warrantholder (the "REQUESTED INFORMATION") if such Warrantholder elects to have any of such Warrantholder's Warrant Shares included in the Registration Statement. If within five (5) business days prior to the filing date the Company has not received the Requested Information from an Warrantholder (a "NON-RESPONSIVE WARRANTHOLDER"), then the Company may file the Registration Statement without including Warrant Shares of such Non-Responsive Warrantholder;
(ii) Each Warrantholder by such Warrantholder's acceptance of the Warrant Shares Xxxxxx agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Warrantholder has notified the Company in writing of such WarrantholderXxxxxxxxxxxxx's election to exclude all of such Warrantholder's Warrant Shares from the Registration Statement;
(iii) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(c)(iv8(d)(iv) or 8(c)(v8(d)(v), such Warrantholder will immediately discontinue disposition of Warrant Shares pursuant to the Registration Statement covering such Warrant Shares until such Warrantholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(c)(iv8(d)(iv) or 8(d)(v) and, if so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder's possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice;
(iv) In the event Warrantholders holding a majority in interest of Warrant Shares being registered determined to engage the services of an underwriter, each Warrantholder agrees to enter into and perform such Warrantholder'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 disposition of the Warrant Shares, unless such Warrantholder has notified the Company in writing of such Warrantholder's election to exclude all of such Warrantholder's Warrant Shares from the Registration Statement; and
(v) No Warrantholder may participate in any underwritten registration hereunder unless such Warrantholder (i) agrees to sell such Warrantholder's Warrant Shares on the basis provided in any underwriting arrangements approved by the Warrantholders entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably requested 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 underwriters applicable with respect to its Warrant Shares, in each case to the extent not payable by the Company pursuant to the terms of this Agreement.
Appears in 1 contract
OBLIGATIONS OF THE WARRANTHOLDERS. In connection with the registration of the Warrant SharesRegistrable Securities, the Warrantholders shall have the following obligations:
(ia) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to each the Registrable Securities of a particular Warrantholder that such Warrantholder shall furnish to the Company such information regarding itself, the Warrant Shares Registrable Securities held by it and the intended method of disposition of the Warrant Shares Registrable Securities held by it as shall be reasonably required to effect the registration of the Warrant Shares such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen five (155) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Warrantholder of the information the Company requires from each such Warrantholder (the "REQUESTED INFORMATION") if such Warrantholder elects to have any of such Warrantholder's Warrant Shares included in the Registration Statement. If within five (5) business days prior to the filing date the Company has not received the Requested Information from an Warrantholder (a "NON-RESPONSIVE WARRANTHOLDER"), then the Company may file the Registration Statement without including Warrant Shares of such Non-Responsive Warrantholder;.
(iib) Each Warrantholder Warrantholder, by such Warrantholder's ’s acceptance of the Warrant Shares Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement Statements hereunder, unless such Warrantholder has notified the Company in writing of such Warrantholder's ’s election to exclude all of such Warrantholder's Warrant Shares ’s Registrable Securities from the Registration Statements, except to the extent any such requested information is required by the SEC or by applicable law to be included in any such Registration Statement;.
(iii) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(c)(iv) or 8(c)(v), such Warrantholder will immediately discontinue disposition of Warrant Shares pursuant to the Registration Statement covering such Warrant Shares until such Warrantholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(c)(iv) and, if so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder's possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice;
(ivc) In the event Warrantholders holding a majority in interest of Warrant Shares being registered determined event, the Company decides to engage the services of an underwriter, each Warrantholder agrees to enter into and perform such Warrantholder's ’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 disposition of the Warrant SharesRegistrable Securities, unless such Warrantholder has notified the Company in writing of such Warrantholder's ’s election to exclude all of such Warrantholder's Warrant Shares ’s Registrable Securities from such Registration Statement.
(d) Each Warrantholder agrees that, upon receipt of any notice from the Company of the happening of any event described in Section 3(g), such Warrantholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement; andStatement covering such Registrable Securities until such Warrantholder’s receipt of the copies of the supplemented or amended prospectus. If so directed by the Company, such Warrantholder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Warrantholder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
(ve) No Warrantholder may participate in any underwritten registration hereunder unless such Warrantholder (i) agrees to sell such Warrantholder's Warrant Shares ’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Warrantholders entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably requested required under the terms of such underwriting arrangements arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and any expenses in excess of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriters applicable with respect to its Warrant Shares, in each case to the extent not those payable by the Company pursuant to the terms of this Agreement.Section 5 below. Registration Rights Agreement Cytomedix, Inc. Page 6 August 2, 2007
Appears in 1 contract
