Common use of Supplements; Amendments Clause in Contracts

Supplements; Amendments. Subject to Sections 2(a) and 2(e), if required, based on the advice of the Company’s counsel, the Company shall prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, the Company shall take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by such Holder.

Appears in 6 contracts

Samples: Investor and Registration Rights Agreement (5E Advanced Materials, Inc.), Investor and Registration Rights Agreement (5E Advanced Materials, Inc.), Investor and Registration Rights Agreement (5E Advanced Materials, Inc.)

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Supplements; Amendments. Subject to Sections 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 4 contracts

Samples: Resale Registration Rights Agreement (Venus Concept Inc.), Resale Registration Rights Agreement (Venus Concept Inc.), Resale Registration Rights Agreement (Venus Concept Inc.)

Supplements; Amendments. Subject In connection with any registration pursuant to Sections Section 2(a) and 2(e), and subject to any Suspension Period, the Company, if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(c)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 3 contracts

Samples: Registration Rights Agreement (Greenbrook TMS Inc.), Registration Rights Agreement (Madryn Asset Management, LP), Resale Registration Rights Agreement (Greenbrook TMS Inc.)

Supplements; Amendments. Subject to Sections 2(a) and 2(e), if required, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 2 contracts

Samples: Resale Registration Rights Agreement (Senseonics Holdings, Inc.), Resale Registration Rights Agreement (Senseonics Holdings, Inc.)

Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(c)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 2 contracts

Samples: Resale Registration Rights Agreement (Nextnav Inc.), Resale Registration Rights Agreement (Nextnav Inc.)

Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on ‎on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment ‎amendment to a Registration Statement, the related Prospectus or any document incorporated therein ‎therein by reference or file any other required document or, if necessary, renew or refile a Registration ‎Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the ‎the Registrable Securities, (Ai) the Prospectus will not contain an untrue statement of a material fact ‎fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (Bii) such ‎such Registration Statement remains continuously effective as to the applicable Registrable Securities ‎Securities for its applicable Effectiveness Period; (Ciii) the related Prospectus may be supplemented by ‎by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 ‎‎424 and (Div) the Prospectus will be supplemented, if necessary, to update the disclosure of the number ‎number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance ‎guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented ‎supplemented by the staff of the Commission after the date of this Agreement). Furthermore, ‎subject to a Holder’s compliance with its obligations under Section 2(c)(i), the Company shall will take such ‎such actions as are required to name such Holder as a selling Holder in a Registration Statement or any ‎any supplement thereto and to include (to the extent not theretofore included) in such Registration ‎Registration Statement the Registrable Securities held by identified in such Holder.’s Selling Holder ‎Questionnaire.‎

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Nextnav Inc.)

Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if required, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Senseonics Holdings, Inc.)

Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if required, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; Period (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Senseonics Holdings, Inc.)

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Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Invacare Corp)

Supplements; Amendments. Subject to Sections Section 2(a) and 2(e), if required, based on the advice of the Company’s counsel, the Company shall and the Subsidiary Guarantors will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; Period and (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement)424. Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall and the Subsidiary Guarantors will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Senseonics Holdings, Inc.)

Supplements; Amendments. Subject to Sections 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Venus Concept Inc.)

Supplements; Amendments. Subject to Sections 2(a) and 2(e), if requiredrequired by applicable federal securities laws, based on the advice of the Company’s counsel, the Company shall will prepare a supplement or post-effective amendment to a Registration Statement, the related Prospectus or any document incorporated therein by reference or file any other required document or, if necessary, renew or refile a Registration Statement prior to its expiration, so that, as thereafter delivered to the purchasers of the Registrable Securities, (A) the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (B) such Registration Statement remains continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (C) the related Prospectus may be supplemented by any required prospectus supplement, and as so supplemented may be filed pursuant to Rule 424 (or the equivalent under the MJDS) and (D) the Prospectus will be supplemented, if necessary, to update the disclosure of the number of shares that each Holder intends to sell, reflecting prior resales in accordance with guidance of the staff of the Commission (as such guidance may be substituted for, amended or supplemented by the staff of the Commission after the date of this Agreement). Furthermore, subject to a Holder’s compliance with its obligations under Section 2(d)(i), the Company shall will take such actions as are required to name such Holder as a selling Holder in a Registration Statement or any supplement thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities held by identified in such Holder’s Selling Holder Questionnaire.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Greenbrook TMS Inc.)

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