CERTAIN OBLIGATIONS OF HOLDERS Sample Clauses
The "Certain Obligations of Holders" clause defines specific duties or responsibilities that individuals or entities holding particular rights, such as securities or contractual interests, must fulfill under the agreement. Typically, this clause may require holders to provide timely notifications, comply with transfer restrictions, or act in accordance with agreed procedures when exercising their rights. Its core function is to ensure that all holders act consistently and responsibly, thereby maintaining order and predictability in the administration of the agreement.
CERTAIN OBLIGATIONS OF HOLDERS. AND BENEFICIAL OWNERS OF ADSs
CERTAIN OBLIGATIONS OF HOLDERS. AND BENEFICIAL OWNERS OF RECEIPTS
CERTAIN OBLIGATIONS OF HOLDERS. (a) As a condition to the inclusion of its Registrable Securities in the Resale Registration Statement, each Holder will furnish to the Company the information regarding the Holder as is legally required in connection with any registration, qualification or compliance referred to in this Article II.
(b) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities pursuant to the Resale Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied.
(c) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Resale Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Registrable Securities, if applicable, is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with this Agreement and the Resale Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied.
(d) Each Holder is hereby advised that the anti-manipulation provisions of Regulation M under the Exchange Act may apply to sales of the Registrable Securities offered pursuant to the Resale Registration Statement and agrees not to take any action with respect to any distribution deemed to be made pursuant to the Resale Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.
(e) The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 2.02 hereof may be assigned in whole or in part by a Holder in connection with the transfer of such Registrable Securities, provided, that: (i) the transfer of the Registrable Securities and the rights to register such Registrable Securities are affected in accordance with applicable securities laws, (ii) the transfer involves not less than fifty percent (50%) of the Shares, (iii) the Holder gives prior written notice to the Company, and (iv) the transferee agrees to comply with the terms and provisions of this Agreement in a written instrument reasonably satisfactory in form and substance to the Company and its counsel. Except as specifically permitted by this Section 2.08, the rights of a Holder with respect to Registrable Securities will not be transferable to any other P...
CERTAIN OBLIGATIONS OF HOLDERS. OF RECEIPTS AND THE COMPANY
CERTAIN OBLIGATIONS OF HOLDERS. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by Section 5.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
(b) Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by Section 5.1 during (i) any period not to exceed one ninety (90) day period within any one twelve (12) month period (the “Ninety Day Period”) the Company requires in connection with a primary underwritten offering of equity securities so long as the Holders are permitted to participate in such primary underwritten offering on a pro rata basis based on the number of shares of Common Stock they hold at such time relative to the Company’s total number of outstanding shares of Common Stock at such time (provided, however, that, to the extent the underwriters for such offering advise the Holders that marketing factors require a limitation of the number of shares of Common Stock that may be included in such underwritten offering, the right of the Holders to participate in such offering on a pro rata basis as described above shall be reduced or eliminated and such Holder shall nonetheless remain obligated to suspend its disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by Section 5.1 for up to the entirety of the Ninety Day Period), and (ii) any period, not to exceed one ninety (90) day period per twelve (12) month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments ...
CERTAIN OBLIGATIONS OF HOLDERS. AND BENEFICIAL
CERTAIN OBLIGATIONS OF HOLDERS of Receipts and the Corporation -------------------------------
CERTAIN OBLIGATIONS OF HOLDERS. 12 SECTION 3.01. Filing Proofs, Certifications and Other Information...................................12
CERTAIN OBLIGATIONS OF HOLDERS of Receipts and the Company ----------------------------------------------------------
SECTION 3.01. Filing Proofs, Certificates and Other Information..........................................9 SECTION 3.02. Payment of Taxes or Other Governmental Charges.............................................9
CERTAIN OBLIGATIONS OF HOLDERS. (a) The Company may require each Holder of any Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder and the intended method of disposition of such securities as the Company may from time to time reasonably request in writing and as shall be required to effect the registration of such Holder's Registrable Securities. Each such Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
(b) Each Holder of Registrable Securities covered by a Registration Statement agrees that, upon receipt of any notice from the Company pursuant to Section 4(f), such Holder will promptly discontinue the disposition of Registrable Securities pursuant to such Registration Statement until such Holder shall have received either notice from the Company that (i) such Registration Statement has been amended and has received copies of the supplemented or amended Prospectus or (ii) use of the Prospectus or Prospectus Supplement may be resumed. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, in such Holder's possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice.