Common use of Participation in Registrations Clause in Contracts

Participation in Registrations. (a) No Holder may participate in any registration hereunder unless such Holder (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration; and (iii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably requested by the Company under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution. (b) Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f) above, such Holder will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Holder’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 2.5(f). (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the applicable prospectus delivery requirements of the Securities Act in connection with any sale pursuant to such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Medgenics, Inc.), Registration Rights Agreement (Medgenics, Inc.)

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Participation in Registrations. (a) No Selling Holder may participate in any registration Piggyback Registration contemplated hereunder unless such Selling Holder (ia) cooperates with if the Company as reasonably requested by the Company in the connection with the preparation of the registration statementoffering is underwritten, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s its securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder to approve such arrangements arrangements, (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration; and (iiib) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements, agreements and other documents reasonably requested by the Company required under the terms of such underwriting arrangementsarrangements and this Agreement, (c) furnishes in writing to the Company such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Act; provided provided, however, that no holder of Registrable Securities included in any underwritten registration such Selling Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties regarding as to (i) such holder and such holderSelling Holder’s intended method of distribution. (b) Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f) above, such Holder will immediately discontinue the disposition ownership of its Registrable Securities Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Selling Holder selling Registrable Shares, and the registration statement until liability of each such Selling Holder will be in proportion to, and limited to, the net amount received by such Selling Holder from the sale of such Selling Holder’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 2.5(f). (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the applicable prospectus delivery requirements of the Securities Act in connection with any sale Registrable Shares pursuant to such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sun Communities Inc), Registration Rights Agreement (Sun Communities Inc)

Participation in Registrations. (a) No Holder may participate in any registration hereunder unless such Holder (i) cooperates with Whenever the Company as reasonably requested by proposes to register any of its securities under the Company in 1933 Act, whether for its own account or for the connection with the preparation account of another stockholder (except for the registration statementof securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and for so long as the Company is obligated to file and keep effective the registration statement, provides form to the Company, in writing, be used may be used for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to enable occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company to prepare will include in the registration statement and prospectus covering the Piggyback Registration all Registrable Securities, to maintain on a pro rata basis based upon the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the total number of Registrable Securities that such holder has requested with respect to which the Company to include in any registration; and has received written requests for inclusion within ten (iii10) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably requested by business days after the Company under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such applicable holder’s intended method receipt of distributionthe Company’s notice. (b) Each Holder Notwithstanding the registration obligations set forth in this Section 5.1, if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is participating not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act, the Company shall use its commercially reasonable efforts to advocate with the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in any registration hereunder agrees Rule 415. In the event that, upon receipt despite the Company’s commercially reasonable efforts and compliance with the terms of any notice this Section 5.1(b), the SEC refuses to alter its position, the Company shall (i) remove from the Company Registration Statement such portion of the happening of any event Registrable Securities and other securities (“Other Registrable Securities”) that were included in the initial Registration Statement filing (“Cut-back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the kind described in Section 2.5(f) above, such Holder will immediately discontinue the disposition of its Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back imposed on the Investors pursuant to this Section 5.1(b) shall be allocated among the Investors and the holders of Other Registrable Securities on a pro rata basis. From and after the date the Company is able to effect the registration statement until of such Holder’s receipt Cut-back Shares in accordance with any SEC Restrictions, all of the copies provisions of a supplemented or amended prospectus as contemplated by such this Section 2.5(f). (c) Each Holder participating in any registration hereunder 5 shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the again be applicable prospectus delivery requirements of the Securities Act in connection with any sale pursuant to such registrationCut Back Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Debt Resolve Inc)

Participation in Registrations. (a) No Holder Person may participate in any registration hereunder which is underwritten unless such Holder Person (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s Person's securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected approved by the Holder Person or Holders Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)), except ; provided that no holder of Registrable -------- Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration; ), and (iiiii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably requested by the Company required under the terms of such underwriting arrangements; provided that no -------- holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s 's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in paragraph 6 hereof. (b) Each Holder Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(fparagraph 4(f) above, such Holder will immediately Person shall forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Holder’s Person's receipt of the copies of a (c) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus as contemplated by such Section 2.5(fparagraph 4(f). (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the applicable prospectus delivery requirements of the Securities Act in connection with any sale pursuant to such registration.

Appears in 1 contract

Samples: Warrant Agreement (Novastar Financial Inc)

Participation in Registrations. (a) No Holder None of the Purchasers may participate in any registration hereunder that is underwritten unless such Holder person (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities its Warrant Shares on the basis provided in any the underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder in customary form entered into pursuant to approve such arrangements this Agreement (including, without limitation, including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except provided that no holder of Registrable Securities such person will be required to sell more than the number of Registrable Securities Warrant Shares that such holder person has requested the Company to include in any registration; and ), (iiiii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably requested by the Company required under the terms of such underwriting arrangements; , provided that no holder of Registrable Securities included in any underwritten registration such person shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the underwriters other than representations managing underwriter(s) by such person, and warranties regarding (iii) cooperates with the Company’s reasonable requests in connection with such holder and registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such holderperson’s intended method failure to cooperate with such reasonable requests, will not constitute a breach by the Company of distribution.this Agreement). Notwithstanding the foregoing, the liability of any Purchaser participating in such an underwritten registration shall be limited to an amount equal to the amount of gross proceeds attributable to the sale of such person’s Warrant Shares; (b) Each Holder person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f4.16(e) aboveand 4.16(f), such Holder person will immediately forthwith discontinue the disposition of its Registrable Securities Warrant Shares pursuant to the registration statement until such Holder’s receipt of the person receives copies of a supplemented or amended prospectus as contemplated prospectus. In the event the Company gives any such notice, the applicable time period mentioned in Section 4.16(b) during which a registration statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 4.17(b) to and including the date when each seller of Warrant Shares covered by such Section 2.5(f). (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with statement will have received the applicable prospectus delivery requirements copies of the Securities Act in connection with any sale pursuant to such registrationsupplemented or amended prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

Participation in Registrations. If the Company at any time proposes to register any Common Stock under the Securities Act (a) No Holder may participate in any other than a registration hereunder unless such Holder (i) cooperates on Form S-8 or S-4 or any successor or similar forms, (ii) relating to Common Stock issuable upon exercise of employee stock or similar options or in connection with any employee benefit or similar plan of the Company as reasonably requested Company, (iii) in connection with an acquisition by the Company of another Person or (iv) pursuant to a registration under Section 3.1) or to commence an underwritten shelf takedown of Common Stock, whether or not for sale for its own account (but not for the account of any Holder), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall each such time give written notice to all Holders of record of Registrable Securities of its intention to do so at least ten days prior to the anticipated filing date of the applicable registration statement or, in the connection with the preparation case of the a takedown from a shelf registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, applicable preliminary prospectus supplement. Such notice shall offer all such information regarding such Holder and its plan of distribution of Holders the Registrable Securities reasonably necessary opportunity to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law include in connection therewith; (ii) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder to approve underwritten shelf takedown such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder number of Registrable Securities will be required to sell more than as each such Holder may request. Upon the written request of any such Holder made within ten days after the receipt of the Company’s notice (which request shall specify the number of Registrable Securities that intended to be disposed of by such holder has requested Holder, subject to reduction as provided herein), the Company shall use its reasonable best efforts to include in such registration or underwritten shelf takedown all Registrable Securities which the Company has been so requested to register or offer by the Holders thereof, to the extent required to permit the disposition (in accordance with the Company’s intended methods thereof) of the Registrable Securities so to be registered or offered. Notwithstanding the foregoing, (A) if such registration is a shelf registration and the Company has already included Registrable Securities under another shelf registration, the Company shall have no obligation to provide any registrationnotice of the shelf registration or register any such Registrable Securities thereunder; and (iiiB) completes and executes in the case of an underwritten offering, all questionnaires, powers Holders of attorney, indemnities, underwriting agreements, and other documents reasonably requested Registrable Securities requesting to be included in the Company’s offering must sell their Registrable Securities to the underwriters selected by the Company under on the same terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties and conditions as apply to the Company or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution. (b) Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f) above, such Holder will immediately discontinue the disposition of its Registrable Securities pursuant to original selling holders for whose account the registration statement until such Holder’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 2.5(f)has been made. (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the applicable prospectus delivery requirements of the Securities Act in connection with any sale pursuant to such registration.

Appears in 1 contract

Samples: Investor Rights Agreement (On Assignment Inc)

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Participation in Registrations. (aA) No Holder Person may participate in any underwritten registration hereunder unless such Holder Person (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities Person's Securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected approved by the Holder or Holders Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration; and (iiiii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably requested by the Company required under the terms of such underwriting arrangements. (B) The Company may require each Seller as to which any registration is being effected to furnish to the Company such information regarding the distribution of Molex Stock as is reasonably necessary to be included in the Registration Statement with respect thereto and which the Company requests in writing; provided provided, however, that no holder of Registrable Securities included in any underwritten registration Holder shall be required to make any representations or warranties or to provide information in the Company or the underwriters other than representations Registration Statement relating to such registration except, in either case, with respect to itself and warranties regarding such holder and such holder’s its intended method of distribution. (b) disposition of Molex Stock. Each Holder that is participating Seller who participates in any registration disposition of Molex Stock pursuant to any Registration Statement provided for hereunder agrees shall be deemed to agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f4(E) abovehereof, such Holder will immediately Seller shall forthwith discontinue the disposition of its Registrable Securities Molex Stock pursuant to the registration statement Registration Statement covering such Molex Stock until such Holder’s Seller's receipt of the copies of a the supplemented or amended prospectus as contemplated by Section 4(E) hereof, and, if so directed by the Company, such Section 2.5(f). Seller shall deliver to the Company (cat the Company's expense) Each Holder participating all copies, other than permanent file copies then in any registration hereunder shall complysuch Seller's possession, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with the applicable prospectus delivery requirements of the Securities Act in connection with any sale pursuant to prospectus covering such registrationMolex Stock current at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Lumenon Innovative Lightwave Technology Inc)

Participation in Registrations. (a) No Holder None of the Purchasers may participate in any registration hereunder that is underwritten unless such Holder person (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities its Warrant Shares, Dividend Shares and/or Redemption Shares on the basis provided in any the underwriting arrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder in customary form entered into pursuant to approve such arrangements this Agreement (including, without limitation, including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except provided that no holder of Registrable Securities such person will be required to sell more than the number of Registrable Securities Warrant Shares, Dividend Shares and/or Redemption Shares that such holder person has requested the Company to include in any registration; and ), (iiiii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably requested by the Company required under the terms of such underwriting arrangements; , provided that no holder of Registrable Securities included in any underwritten registration such person shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the underwriters other than representations managing underwriter(s) by such person, and warranties regarding (iii) cooperates with the Company’s reasonable requests in connection with such holder and registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such holderperson’s intended method failure to cooperate with such reasonable requests, will not constitute a breach by the Company of distribution.this Agreement). Notwithstanding the foregoing, the liability of any Purchaser participating in such an underwritten registration shall be limited to an amount equal to the amount of gross proceeds attributable to the sale of such person’s Warrant Shares, Dividend Shares and/or Redemption Shares; (b) Each Holder person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f4.16(e) aboveand 4.16(f), such Holder person will immediately forthwith discontinue the disposition of its Registrable Securities Warrant Shares, Dividend Shares and/or Redemption Shares pursuant to the registration statement until such Holder’s receipt of the person receives copies of a supplemented or amended prospectus as contemplated prospectus. In the event the Company gives any such notice, the applicable time period mentioned in Section 4.16(b) during which a registration statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 4.17(b) to and including the date when each seller of Warrant Shares, Dividend Shares and/or Redemption Shares covered by such Section 2.5(f). (c) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with statement will have received the applicable prospectus delivery requirements copies of the Securities Act in connection with any sale pursuant to such registrationsupplemented or amended prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

Participation in Registrations. (a) No Ten Percent Holder may participate in any registration hereunder that is underwritten unless such Ten Percent Holder (i) cooperates with the Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is obligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell such Holder’s securities its Registrable Securities on the basis provided in any underwriting arrangements with any underwriter for such registration selected approved by the Holder Person or Holders Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)); provided, except however, that no holder of Registrable Securities Ten Percent Holder will be required to sell more than the number of Registrable Securities that such holder Ten Percent Holder has requested the Company to include in any registration; and ), (iiiii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably requested by the Company required under the terms of such underwriting arrangements; provided , and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Ten Percent Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no holder of Registrable Securities included in any underwritten registration shall Ten Percent Holder will be required to make agree to any representations or warranties indemnification obligations on the part of such Ten Percent Holder that are greater than its obligations pursuant to the Company or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distributionSection 5(b). (b) Each Ten Percent Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(f1(d), subsection (vi) aboveof Section 3(a) or subsection (xiii) of Section 3(a) (each, a “Suspension Event”), such Ten Percent Holder will immediately forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until the date such Holder’s receipt of the Ten Percent Holder receives, as applicable, (i) copies of a supplemented or amended prospectus as contemplated by such subsection (vi) or (vii) of Section 2.5(f). 3(a) or (cii) Each Holder participating in any registration hereunder shall comply, and cause its underwriters, brokers, dealers, representatives and agents to comply, in all material respects with a notice stating that the applicable prospectus delivery requirements Suspension Event is no longer in effect (such date, the “Suspension Termination Date”). In the event the Company gives notice of a Suspension Event, the applicable time period during which a Registration Statement is to remain effective pursuant to this Agreement will be extended by the number of days during the period from and including the date of the Securities Act in connection with any sale pursuant giving of such notice to such registrationand including the Suspension Termination Date.

Appears in 1 contract

Samples: Registration Rights Agreement (Fairpoint Communications Inc)

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