Common use of Reports Under the Securities Exchange Act of 1934 Clause in Contracts

Reports Under the Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell Registrable Securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act at any time after it has become subject to such reporting requirements; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Appears in 3 contracts

Samples: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.), Investors’ Rights Agreement (Orexigen Therapeutics, Inc.)

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Reports Under the Securities Exchange Act of 1934. With a view to making available to the Holders Crusader the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Crusader to sell Registrable Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general publicpublic so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Exchange Act, as is necessary to enable the Holders Crusader to utilize Form S-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act at any time after it has become subject to such reporting requirements; Exchange Act: and (d) furnish to any HolderCrusader, so long as the Holder Crusader owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the 1934 Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Crusader of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Appears in 3 contracts

Samples: Registration Rights Agreement (Consumer Direct of America), Common Stock Purchase Agreement (Consumer Direct of America), Registration Rights Agreement (Crusader Capital Partners II LLC)

Reports Under the Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell Registrable Securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act at any time after it has become subject to such reporting requirements; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Marinus Pharmaceuticals Inc)

Reports Under the Securities Exchange Act of 1934. With a view to toward making available to the Holders Purchasers the benefits of SEC Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder the Purchaser to sell its Registrable Securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities shares to the general public; (bii) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 ActSecurities Exchange Act of 1934, as is necessary to enable the Holders holders of Registrable Securities to utilize Form S-3 for the sale of their Registrable Securitiesshares, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities shares to the general public is declared effective; (ciii) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Securities Exchange Act at any time after it has become subject to such reporting requirementsof 1934; and (div) furnish to any Holderholder of the Registrable Securities, so long as the Holder holder of the Registrable Shares owns any Registrable Securitiesshares, forthwith upon request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the Securities Exchange Act of 1934 Act (at any time after it has become subject to such reporting requirements), or as to its qualification that it qualifies as a registrant whose securities shares may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder holder of Registrable Securities of any rule or regulation of the SEC which permits the selling of any such securities shares without registration or pursuant to such form.

Appears in 2 contracts

Samples: Class a Preferred Stock Purchase Agreement (Mail Com Inc), Investors' Rights Agreement (Mail Com Inc)

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Reports Under the Securities Exchange Act of 1934. With a view to toward making available to the Holders Warrantholder the benefits of SEC Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder the Warrantholder to sell its Registrable Securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities shares to the general public; (bii) take such action, including the voluntary registration of its Common Stock common stock under Section 12 of the 1934 ActSecurities Exchange Act of 1934, as is necessary to enable the Holders holders of Registrable Securities to utilize Form S-3 for the sale of their Registrable Securitiesshares, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities shares to the general public is declared effective; (ciii) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Securities Exchange Act at any time after it has become subject to such reporting requirementsof 1934; and (div) furnish to any Holderholder of the Registrable Securities, so long as the Holder holder of the Registrable Securities owns any Registrable Securitiesshares, forthwith upon request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the Securities Exchange Act of 1934 Act (at any time after it has become subject to such reporting requirements), or as to its qualification that it qualifies as a registrant whose securities shares may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder holder of Registrable Securities of any rule or regulation of the SEC which permits the selling of any such securities shares without registration or pursuant to such form.

Appears in 1 contract

Samples: Investor Rights Agreement (Mail Com Inc)

Reports Under the Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell Registrable Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act at any time after it has become subject to such reporting requirementsExchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Investors' Rights Agreement (Doubletwist Inc)

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