Selling Stockholder Questionnaire. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Company will notify each holder of Registrable Securities of the information the Company requires from such holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each holder of Registrable Securities further agrees that it shall not be entitled to be named as a selling stockholder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such holder as a selling stockholder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicable.
Appears in 1 contract
Selling Stockholder Questionnaire. At least ten The undersigned beneficial owner of common stock (10the “Registrable Securities”) Trading Days prior of CLS Holdings USA Inc. (the “Company”), understands that the Company has filed or intends to file with the first anticipated filing date Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of a Registration Statement or Final Prospectusthe Securities Act of 1933, as applicableamended (the “Securities Act”), for any registration under of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this Agreement, document is annexed. A copy of the Registration Rights Agreement is available from the Company will notify each holder of Registrable Securities of upon request at the information address set forth below. All capitalized terms not otherwise defined herein shall have the Company requires from such holder other than the information contained meanings ascribed thereto in the Selling Stockholder Questionnaire attached as Exhibit B, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing dateRegistration Rights Agreement. Each holder of Registrable Securities further agrees that it shall not be entitled to be Certain legal consequences arise from being named as a selling stockholder in the Registration Statement or Final Prospectusand the related prospectus. Accordingly, as applicable, or use the Prospectus for offers holders and resales beneficial owners of Registrable Securities at any time, unless such holder has returned are advised to consult their own securities law counsel regarding the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder consequences of Registrable Securities returns a Selling Stockholder Questionnaire being named or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such holder not being named as a selling stockholder in the Registration Statement and the related prospectus. In order to sell or Final Prospectus, as applicable, or otherwise dispose of any pre-effective or post-effective amendment thereto and to include (Registrable Shares pursuant to the extent not theretofore included) in the Registration Statement or Final ProspectusStatement, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder a beneficial owner of Registrable Securities acknowledges and agrees that the information will be required to be named as a selling securityholder in the Selling Stockholder related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Purchase Agreement applicable to such beneficial owner (including certain indemnification provisions described therein). Beneficial owners that do not complete this Questionnaire or request for further information as described in this Section 2(f) will be used by and deliver it to the Company as provided below will not be named as selling securityholders in the preparation of prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement or Final Prospectus, Statement. Beneficial owners must complete and deliver this Questionnaire within ten (10) days after receiving it from the Company so that such beneficial owners can be named as applicable, and hereby consents to the inclusion of such information selling securityholders in the Registration Statement or Final Prospectus, as applicablerelated prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (CLS Holdings USA, Inc.)
Selling Stockholder Questionnaire. At least ten (10) Trading Days prior Each Holder desiring to the first anticipated filing date of have its Registrable Securities included in a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, Article II agrees to furnish to the Company will notify each holder of Registrable Securities a completed selling stockholder questionnaire in the form attached as Schedule 2.2 (the “Selling Stockholder Questionnaire”) within 10 business days after receipt by such Holder of the written notice specified in Section 2.1(b) from the Company. The Company shall notify a Holder if it requires additional information the Company requires from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.2 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Cyalume Technologies Holdings, Inc.)
Selling Stockholder Questionnaire. At Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.4 (the “Selling Stockholder Questionnaire”) at least ten (10) Trading Days business days prior to the first anticipated filing date of Filing Deadline. The Company shall notify a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Company will notify each holder of Registrable Securities of the Holder if it requires additional information the Company requires from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder securityholder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.3 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Lone Oak Acquisition Corp)
Selling Stockholder Questionnaire. At least ten (10) Trading Days prior Each Holder desiring to the first anticipated filing date of have its Registrable Securities included in a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, Article II agrees to furnish to the Company will notify each holder of Registrable Securities a completed selling stockholder questionnaire in the form attached as Schedule 2.2 (the “Selling Stockholder Questionnaire”) within 10 days after receipt by such Holder of the written notice specified in Section 2.1(b) from the Company. The Company shall notify a Holder if it requires additional information the Company requires from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder (to the extent those expenses would not have been incurred if the Selling Stockholder Questionnaire or a response to a request for further information would have been returned on or before the respective deadline) who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.2 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Cyalume Technologies Holdings, Inc.)
Selling Stockholder Questionnaire. At least ten The undersigned holder of shares of the common stock of HealthLynked Corp., a Nevada corporation (10) Trading Days prior the “Company”), issued pursuant to the first anticipated filing date Subscription Agreement by and between the Company and the undersigned (the “Agreement”) (all or a portion of such shares, the “Registrable Securities”), understands that the Company intends to file with the Securities and Exchange Commission (the “SEC”) one or more registration statements (each, a “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to a Registration Statement or Final ProspectusStatement, as applicable, for any registration under this Agreement, the Company will notify each a holder of Registrable Securities of the information the Company requires from such holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if any, which shall generally will be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each holder of Registrable Securities further agrees that it shall not be entitled required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions). Holders must also complete and deliver this Selling Stockholder Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Selling Stockholder Questionnaire on or before the date(s) specified in the Agreement (1) will not be named as selling stockholders in a Registration Statement or Final Prospectus, as applicable, or the Prospectus and (2) may not use the Prospectus for offers and resales re-sales of Registrable Securities at any time, unless such holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentenceSecurities. If a holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such holder Certain legal consequences arise from being named as a selling stockholder in the a Registration Statement or Final and the Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder Holders of Registrable Securities acknowledges and agrees that are advised to consult their own counsel regarding the information consequences of being named or not named as a selling stockholder in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) will be used by the Company in the preparation of the a Registration Statement or Final and the Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicable.
Appears in 1 contract
Selling Stockholder Questionnaire. At least ten The undersigned holder of shares of the convertible note due 2027 of FiscalNote Holdings, Inc. (10the “Company”) Trading Days prior of the Company issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchaser named therein, dated as of [ ], 2023 (the “Agreement”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on either, in the Company’s discretion, Form S-3 or Form S-1 (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement, dated [ ], 2023, by and the Holders named therein (the “RRA”). In order to sell or otherwise dispose of any Registrable Securities pursuant to the first anticipated filing date of Resale Registration Statement, a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Company will notify each holder of Registrable Securities of the information the Company requires from such holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if any, which shall generally will be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each holder of Registrable Securities further agrees that it shall not be entitled required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within five (5) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or Final Prospectus, as applicable, or the Prospectus and (2) may not use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentenceSecurities. If a holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such holder Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement or Final and the Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder Holders of Registrable Securities acknowledges and agrees that are advised to consult their own securities law counsel regarding the information consequences of being named or not named as a selling stockholder in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) will be used by the Company in the preparation of the Resale Registration Statement or Final and the Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicable.
Appears in 1 contract
Samples: Registration Rights Agreement (FiscalNote Holdings, Inc.)
Selling Stockholder Questionnaire. At Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Selling Stockholder Questionnaire”) at least ten (10) Trading Days business days prior to the first anticipated filing date of a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Filing Deadline. The Company will notify shall inform each holder of Registrable Securities at least 30 business days in advance of the information filing of any registration statement that the Company is filing a resale registration statement covering any Registrable Securities and informing such holders in such notice of the holder's requirement to complete a Selling Shareholder Questionnaire and return it to the Company by a date specified in such notice that is 10 business days prior to the proposed filing date of the registration statement covering the Registrable Securities. The Company shall notify a Holder if it requires additional information from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.3 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Umami Sustainable Seafood Inc.)
Selling Stockholder Questionnaire. At Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Selling Stockholder Questionnaire”) at least ten (10) Trading Days business days prior to the first anticipated filing date of a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Filing Deadline. The Company will notify shall inform each holder of Registrable Securities at least 30 business days in advance of the information filing of any registration statement that the Company is filing a resale registration statement covering any Registrable Securities and informing such holders in such notice of the holder’s requirement to complete a Selling Shareholder Questionnaire and return it to the Company by a date specified in such notice that is 10 business days prior to the proposed filing date of the registration statement covering the Registrable Securities. The Company shall notify a Holder if it requires additional information from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.3 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Umami Sustainable Seafood Inc.)
Selling Stockholder Questionnaire. At Each Holder desiring to have its Registrable Securities included in a Registration Statement under this Article II agrees to furnish to the Company a completed selling stockholder questionnaire in the form attached as Schedule 2.3 (the “Selling Stockholder Questionnaire”) at least ten (10) Trading Days business days prior to the first anticipated filing date of Filing Deadline. The Company shall notify a Registration Statement or Final Prospectus, as applicable, for any registration under this Agreement, the Company will notify each holder of Registrable Securities of the Holder if it requires additional information the Company requires from such holder that Holder other than the information contained in the Selling Stockholder Questionnaire attached as Exhibit B, if anyQuestionnaire, which additional information shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing datefollowing such request. Each holder of Registrable Securities Holder further agrees that it shall not be entitled to be named as a selling stockholder securityholder in the Registration Statement or Final Prospectus, as applicable, or use the Prospectus for offers and resales of Registrable Securities at any time, unless such holder Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a holder Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such holder Holder as a selling stockholder security holder in the Registration Statement or Final Prospectus, as applicable, or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement or Final Prospectus, as applicable, the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information; provided however, that the Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date of such Registration Statement or Final Prospectus, as applicable, is declared effective for the purposes of naming such holders as selling stockholders who are not named in such Registration Statement or Final Prospectus, as applicable, at the time of effectiveness. Each holder of Registrable Securities Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(f) 2.3 will be used by the Company in the preparation of the Registration Statement or Final Prospectus, as applicable, and hereby consents to the inclusion of such information in the Registration Statement or Final Prospectus, as applicableStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (Asia Entertainment & Resources Ltd.)