Common use of Covenants of Holders Clause in Contracts

Covenants of Holders. It shall be a condition to the Surviving Company’s obligation under this Section 11 to include any Holder as a selling stockholder in any Registration Statement that such Holder (a) shall have provided promptly (and in any event within five Business Days of the request therefor) such information and other materials as the Surviving Company or its counsel shall reasonably request in connection with the Registration Statement and (b) shall have promptly taken all such actions as the Surviving Company shall reasonably request in connection with the Registration Statement. Each Holder hereby represents, warrants and agrees that all such information provided by such Holder or on its behalf shall be true, complete and correct in all material respects. Each Holder further agrees that if it shall become aware of any information that would cause any of the statements in the Registration Statement with respect to such Holder to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements therein not false or misleading, it shall promptly inform the Surviving Company in writing, and the Surviving Company shall use its commercially reasonable efforts to promptly amend or supplement the Registration Statement. Each Holder shall comply with the Securities Act and any other laws applicable to any disposition of any Registrable Securities pursuant to any Registration Statement. The information regarding the Surviving Company included or incorporated by reference in the Registration Statement shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any 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. The information regarding the Surviving Company included or incorporated by reference in any Prospectus relating to the Registration Statement, as then amended or supplemented, shall not, as of the date such Prospectus, as then amended or supplemented, is delivered to the Holder, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the terms of this Section 11, if the Surviving Company becomes aware of any information that would cause any of the statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectus.

Covenants of Holders. It (a) In connection with the filing of any registration statement covering Registrable Securities pursuant to this Agreement, each Selling Holder shall be a condition furnish in writing to Parent through the Securityholder Representative at least ten (10) Business Days prior to the Surviving Company’s obligation under this Section 11 filing of a registration statement to include be filed hereunder such information regarding such Holder (and any Holder of its Affiliates), the Registrable Securities to be sold, the intended method of distribution of such Registrable Securities and such other information requested by Parent as is necessary or it reasonably deems advisable for inclusion in the registration statement relating to such offering pursuant to the Securities Act and as is typically included in a selling stockholder in any Registration Statement that such Holder (a) notice and questionnaire, all of which information Parent shall have provided requested before the fifteenth Business Day prior to the filing of such registration statement. Each such Selling Holder agrees to notify Parent as promptly (and as practicable of any inaccuracy or change in information previously furnished by such Selling Holder to Parent or of the occurrence of any event within five Business Days in either case as a result of the request therefor) which any prospectus relating to such information and other materials as the Surviving Company registration statement contains or its counsel shall reasonably request in connection with the Registration Statement and (b) shall have promptly taken all would contain an untrue statement of a material fact regarding such actions as the Surviving Company shall reasonably request in connection with the Registration Statement. Each Holder hereby represents, warrants and agrees that all such information provided by such Selling Holder or on its behalf shall be true, complete and correct in all material respects. Each Holder further agrees that if it shall become aware such Selling Holder’s intended method of any information that would cause any disposition of the statements in the Registration Statement with respect to such Holder to be false Registrable Securities or misleading with respect to any material fact, or to omit omits to state any material fact regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities necessary in order to make such the statements therein not false or misleading, it shall promptly inform misleading in light of the Surviving Company in writingcircumstances then existing, and the Surviving Company promptly to furnish to Parent any additional information required to correct and update any previously furnished information or required so that such prospectus shall use its commercially reasonable efforts not contain, with respect to promptly amend such Selling Holder or supplement the Registration Statement. Each Holder shall comply with the Securities Act and any other laws applicable to any such Selling Holder’s intended method of disposition of any Registrable Securities pursuant to any Registration Statement. The information regarding the Surviving Company included or incorporated by reference in the Registration Statement shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any Securities, 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. The information regarding the Surviving Company included or incorporated by reference in any Prospectus relating to the Registration Statement, as then amended or supplemented, shall not, as of the date such Prospectus, as then amended or supplemented, is delivered to the Holder, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they are made, not misleadingthen existing. Subject Each Selling Holder agrees to deliver or cause delivery of the prospectus contained in any registration statement to any purchaser of the Registrable Securities covered by such registration statement from such Holder to the terms of this Section 11, if the Surviving Company becomes aware of any information that would cause any of the statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectusextent required by law.

Covenants of Holders. It (a) In connection with the filing of any registration statement covering Registrable Securities, each Selling Holder shall be a condition furnish in writing to the Surviving Company’s obligation under this Section 11 Company at least 20 business days prior to include the Closing date of the Merger such information regarding such Holder (and any Holder of its Affiliates), the Registrable Securities to be sold, the intended method of distribution of such Registrable Securities and such other information requested by the Company as is necessary or it reasonably deems advisable for inclusion in the registration statement relating to such offering pursuant to the Securities Act and as is typically included in a selling stockholder in any Registration Statement that such Holder (a) notice and questionnaire, all of which information the Company shall have provided requested a reasonable period of time before the 20th business day prior to the Closing date of the Merger. Each such Selling Holder agrees to notify the Company as promptly (and as practicable of any inaccuracy or change in information previously furnished by such Selling Holder to the Company or of the occurrence of any event within five Business Days in either case as a result of the request therefor) which any prospectus relating to such information and other materials as the Surviving Company registration statement contains or its counsel shall reasonably request in connection with the Registration Statement and (b) shall have promptly taken all would contain an untrue statement of a material fact regarding such actions as the Surviving Company shall reasonably request in connection with the Registration Statement. Each Holder hereby represents, warrants and agrees that all such information provided by such Selling Holder or on its behalf shall be true, complete and correct in all material respects. Each Holder further agrees that if it shall become aware such Selling Holder’s intended method of any information that would cause any disposition of the statements in the Registration Statement with respect to such Holder to be false Registrable Securities or misleading with respect to any material fact, or to omit omits to state any material fact regarding such Selling Holder or such Selling Holder’s intended method of disposition of such Registrable Securities necessary in order to make such the statements therein not false or misleading, it shall promptly inform misleading in light of the Surviving Company in writingcircumstances then existing, and promptly to furnish to the Surviving Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall use its commercially reasonable efforts not contain, with respect to promptly amend such Selling Holder or supplement the Registration Statement. Each Holder shall comply with the Securities Act and any other laws applicable to any such Selling Holder’s intended method of disposition of any Registrable Securities pursuant to any Registration Statement. The information regarding the Surviving Company included or incorporated by reference in the Registration Statement shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any Securities, 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. The information regarding the Surviving Company included or incorporated by reference in any Prospectus relating to the Registration Statement, as then amended or supplemented, shall not, as of the date such Prospectus, as then amended or supplemented, is delivered to the Holder, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they are made, not misleadingthen existing. Subject Each Selling Holder agrees to deliver or cause delivery of the prospectus contained in any registration statement to any purchaser of the shares covered by such registration statement from such Holder to the terms of this Section 11, if the Surviving Company becomes aware of any information that would cause any of the statements in the Registration Statement or any Prospectus related thereto, as then amended or supplemented, with respect to the Surviving Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, the Surviving Company shall use its reasonable best efforts to promptly amend or supplement the Registration Statement or such Prospectusextent required by law.