Common use of Requirements for Participation in Registration Statement in Offerings Clause in Contracts

Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, no Holder of Registrable Securities included in any Underwritten Offering or other offering involving a Registration and an Underwriter (under any section hereof) shall be required to make any representations or warranties to the Company or the Underwriters other than representations and warranties regarding such Holder, such Holder’s ownership of its Registrable Securities to be sold in the offering, such Holder’s authority to enter into the underwriting agreement and such Holder’s intended method of distribution, or to undertake any indemnification or contribution obligations to the Company or the Underwriters or other investment banks with respect thereto, except as provided in Section 4.1.2. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Registration Statement in Offerings. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Article II and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, no Holder of Registrable Securities included in any Underwritten Offering or other offering involving a Registration and an Underwriter (under any section hereof) shall be required to make any representations or warranties to the Company or the Underwriters other than representations and warranties regarding such Holder, such Holder’s ownership of its Registrable Securities to be sold in the offering, such Holder’s authority to enter into the underwriting agreement and such Holder’s intended method of distribution, or to undertake any indemnification or contribution obligations to the Company or the Underwriters or other investment banks with respect thereto, except as provided in Section 4.1.2. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company Pubco with its requested Holder Information, the Company Pubco may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company Pubco determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company Pubco pursuant to a Registration initiated by the Company Pubco hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any arrangements approved by the Company Pubco and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, no Holder of holding Registrable Securities included in in any Underwritten Offering or other offering involving a Registration and an Underwriter (under any section hereof) shall be required to (i) make any representations or warranties in the underwriting agreement except, if applicable, with respect to the Company or the Underwriters other than representations and warranties regarding such Holder, such Holder’s ownership organization, good standing, authority, title to Registrable Securities, lack of its Registrable Securities to be sold in the offering, conflict of such sale with such Holder’s authority material agreements and organizational documents, and with respect to enter into the underwriting agreement and written information relating to such Holder’s intended method of distributionHolder that such Holder has furnished in writing expressly for inclusion in such Registration Statement, or to (ii) undertake any indemnification or contribution obligations to the Company Pubco or the Underwriters or other investment banks with respect thereto, except as provided in Section 4.1.2. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary or advisable to include such information is necessary to effect in the registration applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. No In addition, no person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 ; provided that such Holder shall not affect only be subject to the registration restrictions set forth in any such lock-up agreements if the directors and officers of the other Registrable Securities Company are subject to be included in such Registration. Notwithstanding the foregoing or anything else a lock-up obligation to the contrary contained herein, no Underwriters managing the offering and the length of such lock-up for such Holder of Registrable Securities included in any Underwritten Offering or other offering involving a Registration and an Underwriter (under any section hereof) shall be required to make no longer than the shortest lock-up of any representations or warranties to such directors and officers; provided, further, that if the Company or the Underwriters other managing the offering waive or shorten the lock-up period for any of the Company’s officers, directors or stockholders, then (i) all Holders subject to such lock-up shall receive notice of such waiver or modification no later than representations two (2) business days following such waiver or modification, and warranties regarding (ii) such lock-up will be similarly waived pro rata or shortened for each such Holder. For the avoidance of doubt, such Holder’s ownership of its Registrable Securities to be sold in the offering, such Holder’s authority to enter into the underwriting agreement and such Holder’s intended method of distribution, or to undertake any indemnification or contribution obligations to the Company or the Underwriters or other investment banks with respect thereto, except as provided in Section 4.1.2. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.