Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article IX, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined below) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders.
(b) Parent shall not be required to include any shares representing Initial Consideration held by a particular Stockholder in the Stockholder Registration Statement unless:
(i) the Stockholder owning such Initial Consideration shall have delivered to the Stockholder Representative not later than the Closing Date, in writing such information regarding such Stockholder and the proposed sale of Initial Consideration by such Stockholder as Parent may reasonably request and as is customarily required in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by the Stockholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; provided, however, that in no event shall such indemnification by any Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”); and
(ii) the Stockholder Representative shall have delivered to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Date. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Consideration represente...
Requirements of Stockholders. 36 5.6 Indemnification..........................................................37 5.7
Requirements of Stockholders. (a) Each Holder shall furnish to the Buyer such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as shall be required to effect the registration of such Registrable Securities. To the extent a Holder fails to provide such information in a timely manner, and if the Buyer determines it appropriate and reasonable, the Buyer may delay the filing of the Registration Statement until (i) the Holder provides such information, or (ii) the Holders holding a majority of the Registrable Securities elect in writing to exclude the Registrable Securities held by such Holder from registration under the Registration Statement.
(b) No Holder shall distribute any prospectus or make any offer to sell (or solicit any offer to purchase) or sell any Registrable Securities in a transaction covered by the Registration Statement and any prospectus thereunder from and after the time that the Buyer delivers a Deferral Notice to such Holder until such time as such Holder may resume offers and sales of Registrable Securities under Section 3(c).
(c) Each Holder shall comply with the prospectus delivery requirements of the Securities Act in connection with offers to sell, solicitations of offers to purchase, and sales of Registrable Securities in connection with any offer or sale pursuant to the Registration Statement.
Requirements of Stockholders. Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless:
(a) the Stockholder owning such shares furnishes to Buyer in writing such information regarding such Stockholder and the proposed sale of Merger Shares by such Stockholder as is required in connection therewith by the SEC or any state securities law authorities; and
(b) such Stockholder shall have provided to Buyer its written agreement:
(i) to indemnify Buyer and each of its directors and officers against, and hold Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this Section 8.5; and
(ii) to report to Buyer sales made pursuant to the Stockholder Registration Statement.
Requirements of Stockholders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 in respect of the Registrable Securities of any selling Holder that such selling Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as shall be required to effect the registration of such Registrable Securities. To the extent a Holder fails to provide such information in a timely manner, and if the Company determines it appropriate, the Company may delay the filing of any such Registration Statement until the Holder provides such information.
(b) No Holder shall distribute any prospectus or make any offer to sell (or solicit any offer to purchase) or sell any Registrable Securities in a transaction covered by a prospectus from and after the time that the Company notifies the Holder that the prospectus fails to state a material fact, contains a material misstatement or fails to state a fact necessary in order to make the statements included in the prospectus not misleading until the Company has provided a revised, amended or supplemented prospectus that corrects the misstatement or omission.
(c) Each Holder shall comply with the prospectus delivery requirements of the Securities Act in connection with offers to sell, solicitations of offers to purchase, and sales of Registrable Securities in connection with any offer or sale pursuant to a Registration Statement.
Requirements of Stockholders. In connection with any required registration under the Securities Act as provided herein of shares of Buyer Common Stock, the Stockholders shall have the following obligations:
(a) The Company shall not be required to include any shares of Buyer Common Stock in a Registration Statement unless:
(i) the Stockholder owning such shares of Buyer Common Stock furnishes to the Company in writing such information regarding such Stockholder and the proposed sale of such shares of Buyer Common Stock by such Stockholder as the Company may reasonably request in writing in connection with such Registration Statement or as shall be required in connection therewith by the Commission or any state securities law authorities; and
(ii) the Stockholder provides his written agreement to promptly report to the Company all sales made pursuant to a Registration Statement, provided that if the Stockholder fails to report all sales made pursuant to a Registration
Requirements of Stockholders. The Buyer shall not be required to include any Merger Shares in the Stockholder Registration Statement unless:
(a) the Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Stockholder and the proposed sale of Merger Shares by such Stockholder as the Buyer may reasonably request in writing in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities;
(b) such Stockholder shall have provided to the Buyer its written agreement to report to the Buyer sales made pursuant to the Stockholder Registration Statement.
Requirements of Stockholders. Each holder of Merger Shares included in any registration agrees:
(a) to comply with the prospectus delivery requirements of the Securities Act and Regulation M under the Securities Exchange Act of 1934, as amended, in connection with any sale of the Merger Shares and to deliver no Prospectus in connection with such sales other than as provided under Section 1.4 above;
(b) to report to the Company sales made pursuant to the S-3 Registration Statement or a Piggy-Back Registration Statement; and
(c) to furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing.
Requirements of Stockholders. The Stockholders agree to:
(a) comply with the prospectus delivery requirements of the Securities Act and Regulation M under the Securities Exchange Act of 1934, as amended, in connection with any sale of the Warrant Shares and to deliver no Prospectus in connection with such sales other than as provided under Section 1.3 above;
(b) report to the Company sales made pursuant to the Registration Statement; and
(c) furnish to the Company such information regarding the Stockholders and the distribution proposed by the Stockholders as the Company may reasonably request.
Requirements of Stockholders. (a) The Buyer shall not be required to include any Purchase Price Shares in a registration statement filed pursuant to this Article VIII unless:
(i) the Stockholder owning such shares furnishes to the Buyer in writing such information regarding such Stockholder and the proposed sale of Purchase Price Shares by such Stockholder as the Buyer may reasonably request in writing or as shall be required in connection therewith by the SEC or any state securities law authorities;
(ii) such Stockholder shall have provided to the Buyer its written agreement:
