Prospectus Requirements. Holder hereby covenants with the Company that he will promptly advise the Company of any changes in the information concerning Holder contained in a registration statement filed hereunder and that Holder will not make any sale of Registerable Securities pursuant to any registration statement without complying with the prospectus delivery requirements of the 1933 Act. Holder acknowledges that occasionally there may be times when the Company must temporarily suspend the use of the prospectus forming a part of any such registration statement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC, the relevant prospectus supplemented by the Company or until such time as the Company has filed an appropriate report with the SEC pursuant to the 1934 Act. During any period in which sales are suspended and upon notice of such suspension from the Company, Holder agrees not to sell any such Registerable Securities pursuant to any such prospectus. Holder covenants that he will not sell Registerable Securities pursuant to any such prospectus during the period commencing at the time at which the Company gives Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives notice that Holder may thereafter effect sales pursuant to said prospectus.
Prospectus Requirements. Each Stockholder hereby covenants ----------------------- with Graphic that he or she will promptly advise Graphic of any changes in the information concerning such Stockholder contained in the Registration Statement and that each Stockholder will not make any sale of the Merger Consideration pursuant to the Registration Statement without complying with the prospectus delivery requirements of the Act. Each Stockholder acknowledges that occasionally there may be times when Graphic must temporarily suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by Graphic and declared effective by the Commission, the relevant prospectus has been supplemented by Graphic or until such time as Graphic has filed an appropriate report with the Commission pursuant to the Securities Exchange Act of 1934, as amended. During any such period in which sales are suspended and upon reasonable prior notice of such suspension from Graphic, each Stockholder agrees not to sell any shares of the Merger Consideration pursuant to any such prospectus; provided however that Graphic shall use its reasonable best efforts to file any required amendment, supplement, or report with the Commission within 30 days of such suspension. Each Stockholder covenants that they will not sell any shares pursuant to any prospectus during the period commencing at the time at which Graphic gives each Stockholder notice of the suspension of the use of a given prospectus and ending at the time Graphic gives notice that each Stockholder may thereafter effect sales pursuant to a given prospectus.
Prospectus Requirements. 18 Section 7.4 Registration Rights, Etc. .................................... 18 Section 7.5 Indemnification............................................... 19 Section 7.6 Fees and Expenses of Registration............................. 20 ARTICLE 8 INDEMNIFICATION............................................... 20 Section 8.1 Definitions................................................... 20 Section 8.2 Indemnification of Purchaser and Graphic by Seller..........
Prospectus Requirements. 28 Section 7.4 Registration Rights, Etc................................... 29 Section 7.5 Indemnification............................................ 30 Section 7.6 Fees and Expenses of Registration.......................... 31 ARTICLE 8 INDEMNIFICATION.................................................. 31 Section 8.1 Definitions................................................ 31 Section 8.2 Indemnification of Acquisition and Graphic by the Stockholders............................................... 31 Section 8.3 Method of Asserting Claims................................. 32 Section 8.4 Payment.................................................... 34 Section 8.5 Arbitration................................................ 34
Prospectus Requirements. Assuming the accuracy and compliance of the Purchasers’ representations, warranties and undertakings set forth in Sections 3.3 and 5.3, the issuance and allotment of the Shares by IAPL as contemplated hereby are not subject to a prospectus registration requirement under the Securities and Futures Act. The Purchasers each acknowledge and agree that IAPL does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in this Agreement and in the other Transaction Documents required to be executed by IAPL in connection with this Agreement .
Prospectus Requirements. Each Shareholder hereby covenants with the Company that it will promptly advise the Company of any changes in the information concerning each Shareholder contained in the registration statement or any other registration statement required by this Agreement and that such Shareholder will not make any sale of Registrable Securities pursuant to any registration statement without complying with the prospectus delivery requirements of the 1933 Act. Each Shareholder acknowledges that occasionally there may be times (as described in Section 1.2(b) hereof) when the Company must temporarily suspend the use of the prospectus forming a part of any such registration statement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC, the relevant prospectus supplemented by the Company or until such time as the Company has filed an appropriate report with the SEC pursuant to the 1934 Act. During any period in which sales are suspended, each Shareholder agrees not to sell any such Registrable Securities pursuant to any such prospectus.
Prospectus Requirements. It is unlawful under section 85 FSMA for certain types of securities to be offered to the public in the UK or to request the admission of such securities to trading on a regulated market operating in the UK. However, it is lawful if an approved prospectus has been made available to the public before the offer or request is made.
Prospectus Requirements. The Agent will offer to sell or effect any sales of Flow- Through Shares to Purchasers in the Selling Jurisdictions in a manner that is exempt from the prospectus requirements under applicable Securities Laws of the Selling Jurisdictions.
Prospectus Requirements. The Company shall be obligated to cause any effective prospectus included in the Registration Statement filed by the Company pursuant to Section 1 to meet the requirements of Section 10 of the 1933 Act until the expiration of a period of 180 days from the date on which the Executive was first able to sell Shares pursuant to such Registration Statement; provided, however, that if as a result of deferrals of the filing and/or the effective date of such Registration Statement occurring pursuant to subsection (2)(b) or (c), the aggregate period for which the Executive was able to offer and sell his Shares pursuant to such Registration Statement would be reduced to less than 180 days, then the Company shall take such action as may be necessary to enable the Executive to continue such offer and sale for an additional period or periods sufficient to produce any aggregate offering period of 180 days unless the expiration date should have occurred within such 180 day period.
Prospectus Requirements. The Company shall notify each Seller whose shares are registered on a Registration Statement at any time when a prospectus relating to any Registrable Securities covered by such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as 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 light of the circumstances then existing and promptly file such amendments and supplements as may be necessary so that, as thereafter delivered to such Sellers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and use its best efforts to cause each such amendment and supplement to become effective.
