Registration Statement; Information. It is agreed that the Manager shall have no responsibility or liability for the accuracy or completeness of the Fund's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Manager for inclusion therein. The Manager shall promptly inform the Fund as to any information concerning the Manager appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment of the Agreement.
Registration Statement; Information. The information contained in the Registration Statement, other than the information to be provided by the Company, shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.
Registration Statement; Information. (a) As promptly as practicable after the receipt of a written demand from Xxxxx (provided he continues to hold beneficially at least 10% of the issued and outstanding shares of Common Stock and such shares are not freely transferable under Rule 144 without any discount in price due to the volume or other limitations imposed by such Rule), 4Health shall prepare and file with the Commission a registration statement on Form X-0, X-0 or S-3 (the "Registration Statement") registering the shares of 4Health Common Stock issued in connection with the Merger. 4Health shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as promptly as practicable and shall furnish each holder of 4Health Common Stock whose shares are being registered (a "Selling Stockholder") with a reasonable number of copies of the prospectus included in such Registration Statement for use in connection with any sales of its Stock as soon as practicable after such Registration Statement is declared effective by the Commission. 4Health agrees to bear all of the costs associated with the preparation and filing of such Registration Statement, including all filing fees, legal, accounting and printing costs but shall not be required to pay the legal or accounting costs or underwriting fees and expenses, if any, incurred by any Selling Stockholder. If such Registration Statement is on Form S-1 or S-2, 4Health shall prepare and file with the Commission all Post-Effective Amendments necessary to keep such Registration Statement current for the period ending on the earlier of (i) the sale of all the shares of 4Health Common Stock included in such Registration Statement or (ii) the second anniversary of the Effective Time. The inclusion of any such shares of 4Health Common Stock in such Registration Statement shall be contingent upon the receipt from the Selling Stockholder all such information required to be disclosed in a registration statement under the Securities Act by selling stockholders pursuant to applicable rules and regulations promulgated by the Commission. In the event that such shares of 4Health Common Stock are to be included in an underwritten offering by 4Health, the amount of shares that may be included in such offering shall be subject to a pro rata reduction if, in the opinion of the managing underwriter, such reduction is advisable in order to permit an orderly distribution, but not below 25% of the total number of shares comprising s...
Registration Statement; Information. Seller has received and reviewed the Registration Statement. All information concerning Seller in the Registration Statement is complete and correct. Any information provided by Seller for inclusion in the Registration Statement after the date of this Agreement will be complete and correct.
Registration Statement; Information. Please fill in the table below as you would like it to appear in the Registration Statement. Include footnotes where appropriate. Name of Selling Shareholder: Number of Shares of Common Stock Beneficially Owned Prior to Offering: Maximum Number of Shares of Common Stock (Assuming the Conversion of All Shares of Preferred Stock and Non-Voting Common Stock Purchased Pursuant to the Securities Purchase Agreement) to be Sold Pursuant to the Registration Statement: Number of Shares of Common Stock Beneficially Owned After Offering: The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the Effective Date for the Registration Statement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.
Registration Statement; Information. To the extent permitted by Law, Newegg indemnifies and holds harmless LLIT against any losses, claims, damages, expenses and liabilities as the same are incurred (including reasonable fees and expenses of counsel), related to or arising out the inclusion or incorporation by reference of the Newegg Information in the Registration Statements; provided that the cumulative liability of Newegg under this sentence shall not exceed $3,500,000. To the extent permitted by Law, LLIT indemnifies and holds harmless Newegg against any losses, claims, damages, expenses and liabilities as the same are incurred (including reasonable fees and expenses of counsel), related to or arising out the inclusion of the LLIT Information in the Registration Statements; provided that the cumulative liability of LLIT under this sentence shall not exceed the Escrow Amount, and any payments under this sentence may be made from the Escrow Amount.
Registration Statement; Information. The information supplied by the Company for inclusion in the registration statement contemplated by the Registration Rights Agreement, does not contain, and will not contain at the effective date of such registration statement, any untrue statement of material fact or omit, and will not omit at the effective date of such registration statement, to state any material fact necessary in order to make the statements therein not misleading.
Registration Statement; Information. (1) If at any time IN proposes to register any of its Common Stock under the Securities Act for sale to the public (such sale being hereinafter referred to as a "Public Offering"), except with respect to registration statements on Forms X-0, X-0 or their then equivalents, until such time as the Merger Consideration shall become transferable under the Securities Act pursuant to Rule 144 promulgated thereunder, IN shall give written notice to each Selling Shareholder of its intention to do so. Upon the written request of any Selling Shareholder, received by IN within thirty (30) days after the giving of any such notice by IN to include in the registration statement with respect to such Public Offering (each, a "Piggyback Registration Statement") any of his Merger Consideration (which request shall state the intended method of disposition thereof), IN shall use its best efforts to cause such shares to be included in the securities to be sold in such Public Offering, all to the extent requisite to permit the sale or other disposition by each requesting Selling Shareholder (in accordance with his written request) of his shares.
Registration Statement; Information. On request of Checkers, NTDT will furnish to Checkers all information concerning NTDT as is required to be set forth in (i) the Registration Statement and any Resale Registration Statement and (ii) any application or statement made by Checkers to any governmental agency or authority in connection with the transactions contemplated by this Agreement.
Registration Statement; Information. Such Transferor or Nominee has received and reviewed the Registration Statement filed on Form S-1 with the Securities and Exchange Commission on June 23, 2005 (the “Registration Statement”). All information expressly concerning such Transferor or Nominee in the Registration Statement is complete and correct as of the date of the Registration Statement. Any information provided by such Transferor or Nominee to Acquiror, in writing for inclusion in the Registration Statement, as amended, after the date such Registration Statement, is and will be complete and correct.
