Stockholder Covenants. Each Holder hereby covenants and agrees that: (a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from Xxxx Atlantic that such Registration Statement and any post-effective amendments thereto have become effective; (b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement; (c) by its acquisition of such Registrable Securities that, upon receipt of a notice from Xxxx Atlantic of the occurrence of any event of the kind described in Section 3(c)(iv), (v), (vi), (vii) and (viii) of this Annex A, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by Xxxx Atlantic that the use of the applicable Prospectus may be resumed; (d) If an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to Xxxx Atlantic and the underwriters, if any, than those set forth in Section 6.2; and (e) Xxxx Atlantic may require each selling Holder to furnish to Xxxx Atlantic information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and Xxxx Atlantic may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of Xxxx Atlantic, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Appears in 2 contracts
Samples: Investment Agreement (Verizon Wireless Inc), u.s. Wireless Alliance Agreement (Bell Atlantic Corp)
Stockholder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from Xxxx Atlantic that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from Xxxx Atlantic of the occurrence of any event of the kind described in Section 3(c)(iv), (v), (vi), (vii) and (viii) of this Annex A, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's ’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by Xxxx Atlantic that the use of the applicable Prospectus may be resumed;
(d) If an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to Xxxx Atlantic and the underwriters, if any, than those set forth in Section 6.2; and
(e) Xxxx Atlantic may require each selling Holder to furnish to Xxxx Atlantic information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and Xxxx Atlantic may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of Xxxx Atlantic, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Appears in 2 contracts
Samples: Investment Agreement (Verizon Wireless Capital LLC), u.s. Wireless Alliance Agreement (Verizon Wireless Capital LLC)
Stockholder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from Xxxx Atlantic Pubco that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from Xxxx Atlantic Pubco of the occurrence of any event of the kind described in Section 3(c)(iv5(c)(iv), (v), (vi), (vii) and (viii) of this Annex AB, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by Xxxx Atlantic Pubco and Wireless that the use of the applicable Prospectus may be resumed;
(d) If if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to Xxxx Atlantic Pubco and the underwriters, if any, than those set forth in Section 6.28.2; and
(e) Xxxx Atlantic Pubco may require each selling Holder to furnish to Xxxx Atlantic Pubco information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and Xxxx Atlantic Pubco may exclude from form such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of Xxxx AtlanticPubco, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Appears in 2 contracts
Samples: Investment Agreement (Verizon Wireless Inc), u.s. Wireless Alliance Agreement (Bell Atlantic Corp)
Stockholder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from Xxxx Atlantic Pubco that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from Xxxx Atlantic Pubco of the occurrence of any event of the kind described in Section 3(c)(iv5(c)(iv), (v), (vi), (vii) and (viii) of this Annex AB, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's ’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by Xxxx Atlantic Pubco and Wireless that the use of the applicable Prospectus may be resumed;
(d) If if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to Xxxx Atlantic Pubco and the underwriters, if any, than those set forth in Section 6.28.2; and
(e) Xxxx Atlantic Pubco may require each selling Holder to furnish to Xxxx Atlantic Pubco information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and Xxxx Atlantic Pubco may exclude from form such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of Xxxx AtlanticPubco, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Appears in 2 contracts
Samples: Investment Agreement (Verizon Wireless Capital LLC), u.s. Wireless Alliance Agreement (Verizon Wireless Capital LLC)
Stockholder Covenants. Each Holder Securityholder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from Xxxx Atlantic PublicCo, that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from Xxxx Atlantic PublicCo of the occurrence of any event of the kind described in Section 3(c)(iv4(c)(iv), (v), (vi), (vii) and (viii) of this Annex ASchedule III, such Holder holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder holder is advised in writing by Xxxx Atlantic PublicCo that the use of the applicable Prospectus may be resumed;
(d) If if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to Xxxx Atlantic PublicCo and the underwriters, if any, than those set forth in Section 6.2; and7.2 of this Schedule III;
(e) Xxxx Atlantic PublicCo may require each selling Holder holder to furnish to Xxxx Atlantic PublicCo information regarding such Holder holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and Xxxx Atlantic PublicCo may exclude from form such registration the Registrable Securities of any such Holder holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder holder by name or otherwise as the holder of any securities of Xxxx AtlanticPublicCo, then such Holder holder shall have the right to require (if such reference to such Holder holder by name or otherwise is not required by the Securities Act or any any, similar federal statute then in force) the deletion of the reference to such Holder holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required; and
(f) it will not effect any sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the 14 days prior to, and during the 180-day period beginning on, the effective date of the registration statement filed by PublicCo (except as part of such registration) if, and to the extent, requested by the managing Underwriter or Underwriters in the case of an underwritten public offering.
Appears in 1 contract
Samples: Securityholders Agreement (American Seafoods Group LLC)