Holder Procedures Clause Samples
The "Holder Procedures" clause outlines the specific steps and requirements that a holder of certain rights, assets, or securities must follow in relation to those holdings. This may include instructions for providing notifications, submitting documentation, or taking actions such as transferring, exercising, or maintaining the rights in question. By clearly defining these procedures, the clause ensures that all parties understand their obligations and the correct process to follow, thereby reducing the risk of disputes or administrative errors.
Holder Procedures. (i) Each Holder agrees, by acquisition of the Registrable Securities that, upon receipt of any notice from the Company of the happening of any event described in Section 6(a)(iii)(B), 6(a)(iii)(C), 6(a)(iii)(D) or 6(a)(iii)(E) hereof, such Holder shall forthwith discontinue disposition of any Registrable Securities (but, in the case of an event described in Section 6(a)(iii)(D), in the affected jurisdiction or jurisdictions only) covered by the affected registration statement or prospectus until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(iii) or 6(a)(xi) hereof or until such Holder is (it being agreed by the Company that the underwriters, if any, shall also be) advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed. If the Company shall have given any such notice during a period when a Shelf Registration or a Demand Registration is in effect, the Shelf Period or four-month period mentioned in Section 2(a) or 3(b) hereof, as the case may be, shall be extended by the number of days from and including the date of the giving of such notice to and including the date when each Holder of Registrable Securities included in such Registration shall have received the copies of the supplemented or amended prospectus contemplated by Section 6(a)(iii) or 6(a)(xi) hereof or the Advice, as the case may be.
(ii) In connection with any underwritten public offering of Registrable Securities pursuant to a Shelf Registration or Demand Registration, the managing underwriter of such offering shall be a nationally recognized investment banking firm selected by the Majority Sellers and shall be reasonably acceptable to the Company.
Holder Procedures. (i) The Company may require each Holder to furnish to the Company such information regarding such Holder and the proposed distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and which is necessary for compliance with applicable law.
(ii) Each Holder agrees to cooperate with the Company in all reasonable respects in connection with the preparation and filing of the Registration Statement, any Amendment, any prospectus, and any prospectus supplement.
Holder Procedures. No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not...
Holder Procedures. (a) In connection with any Registration Statement, the Company may require each Holder to furnish to the Company such information regarding such Holder and his or her proposed distribution of Registrable Securities, to the extent necessary to comply with the Securities Act, as the Company may from time to time reasonably request in writing.
(b) Each Holder agrees to cooperate with the Company in all reasonable respects in connection with the preparation and filing of each Registration Statement and any amendment thereof, any prospectus relating thereto and any prospectus supplement relating thereto with respect to the offer and sale of Registrable Securities of such Holder.
Holder Procedures. (a) Each Holder shall, upon receipt of the notice referred to in Section 3(d)(iii) or any notice from the Company of the existence of any fact of the kind described in Section 3(d)(iv) of this Agreement (in each case, a "Suspension Notice"), forthwith discontinue disposition of the Registrable Securities pursuant to the applicable Registration Statement until (i) the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 3(e) of this Agreement, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Upon the Holder receiving a Suspension Notice, each Holder will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities that was current at the time of receipt of the Suspension Notice. Nothing in this Section 4(a) shall limit the rights of any Holder pursuant to Section 9(b).
(b) In connection with the filing of the Registration Statement, each Holder shall furnish to the Company in writing, (i) the information with respect to such Holder specified in Item 507 and 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with the Registration Statement or any Prospectus and (ii) any additional information with respect to such Holder required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
Holder Procedures. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the notice from the Company described in Section 1.2, above, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder thereafter shall have no further right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities.