Holders Cooperation Clause Samples
The Holder’s Cooperation clause requires the holder of a right, such as an insurance policyholder or a party to a contract, to actively assist the other party—often the insurer or contract issuer—in matters related to the agreement. This may involve providing necessary information, documents, or testimony, and participating in investigations or legal proceedings as needed. The core function of this clause is to ensure that the party responsible for managing claims or enforcing rights has the cooperation necessary to effectively handle claims, resolve disputes, or defend against third-party actions, thereby facilitating efficient resolution and reducing the risk of incomplete or inaccurate information.
Holders Cooperation. (a) Holders of Registrable Securities desiring to sell in any Registration Statement will furnish to the Company such information as the Company may reasonably require from such Holder in connection with the Registration Statement (and the prospectus included therein). No Holder may participate in any offering unless such Holder (i) agrees to sell his Registrable Securities to be sold on the basis provided in any agreement governing the offering and (ii) completes and executes all customary questionnaires, indemnities (consistent with the indemnities set forth in Section 2.9 below), and other documents reasonably required in connection with the offering. No Holder of Registrable Securities may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten (10) Business Days after receipt of a written request therefore, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request and as is customary for use in connection with such Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Each Holder as to which such Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading.
(b) Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company under this Agreement to remaining Holders who do furnish such information and agreements unless in the reasonable opinion of counsel to the Company such failure impairs or may impair the legality of or materially impairs or may materially impair the viability of the offering or the registration or the underlying offering.
(c) The Holders holding shares included in the registration will not effect sales thereof (or deliver a prospectus to any purchaser) after receipt of written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company shall use its reasonable efforts to lift any su...
Holders Cooperation. (a) Each of the Holders shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing and as shall be required in connection with any registration referred to herein.
(b) Each of the Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 8(a), each of the Holders holding shares of Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares of Registrable Securities covered by such registration statement that remain unsold, and each of the Holders shall notify the Company of the number of such shares registered that remain unsold immediately upon receipt of such notice from the Company.
Holders Cooperation. During Holder’s employment with any of the Companies and thereafter, Holder shall cooperate with the Companies in any internal investigation or administrative, regulatory or judicial investigation or proceeding or any dispute with any third party as reasonably requested by any of the Companies (including Holder being available to the Companies upon reasonable notice for interviews and factual investigations, appearing at any of the Companies’ request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Companies all pertinent information and turning over to the Companies all relevant documents which are or may come into Holder’s possession, all at times and on schedules that are reasonably consistent with Holder’s other permitted activities and commitments).
Holders Cooperation. Each Holder, severally and not jointly, agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit A (a “Selling Holder Questionnaire”) not more than ten (10) Trading Days after the Closing Date. Furthermore, each Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading, any other information regarding such Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement unless such Holder has furnished the Company with a Selling Holder Questionnaire as required pursuant to this Section 9 (including the information required to be included in such Selling Holder Questionnaire). Furthermore, each Holder shall furnish to the Company such other information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing. Notwithstanding the foregoing, the failure of any Holder to so furnish a Selling Holder Questionnaire shall in no event effect or extend the Filing Deadline or the Effective Deadline
Holders Cooperation