Common use of Selling Stockholder Notice and Questionnaire Clause in Contracts

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 4 contracts

Samples: Registration Rights Agreement (Revelstone Capital Acquisition Corp.), Registration Rights Agreement (Revelstone Capital Acquisition Corp.), Registration Rights Agreement (Revelstone Capital Acquisition Corp.)

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Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the (i) common stock (the “Registrable Securities”) stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation Novus Therapeutics Inc. (the “Company”) and/or (ii) Series X1 Convertible Preferred Stock, par value $0.001 per share, of the Company issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of September 11, 2020 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business five Trading Days following the date of the Agreement (1) will may not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Novus Therapeutics, Inc.), Registration Rights Agreement (Novus Therapeutics, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation understands that China Unitech Group Inc. (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (China Internet Caf? Holdings Group, Inc.), Registration Rights Agreement (China Internet Cafe Holdings Group, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.understands that Redwood Scientific Technologies, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Redwood Scientific Technologies, Inc.), Registration Rights Agreement (Redwood Scientific Technologies, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.Pieris Pharmaceuticals, Inc., a Delaware Nevada corporation (f/k/a Marika Inc.) (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 17, 2014 (the “Purchase Agreement”) or that certain Acquisition Agreement, dated December 17, 2014, by and among the Company, Pieris AG, a stock corporation formed under the laws of Germany, and the shareholders of Pieris AG listed on the signature pages thereto (the “Acquisition Agreement”) (such shares issued pursuant to the Purchase Agreement or the Acquisition Agreement, the “Registrable Securities”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Agreement and a related Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Purchase Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), may be required to deliver the Prospectus to purchasers of Registrable Securities (including pursuant to the extent Rule 172 under the Securities ActAct is not applicable thereto) and be bound by the provisions of the Registration Rights Purchase Agreement (including certain indemnification provisions, as described below)) or the provisions of the Acquisition Agreement, as applicable. Holders must also complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Pieris Pharmaceuticals, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.0001 per share of REVELSTONE CAPITAL ACQUISITION CORP.GrowLife, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Warrant issued pursuant to the Joint Venture Agreement by and among the Company and the CANX USA LLC, dated as of November 19, 2013, understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the a certain Registration Rights Agreement by and among the Company and the Holders named therein, dated as of November 19, 2013 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers Holders of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Growlife, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the (i) common stock (the “Registrable Securities”) stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.Catabasis Pharmaceuticals, a Delaware corporation Inc. (the “Company”) and/or (ii) Series X Convertible Preferred Stock, par value $0.001 per share, of the Company issued pursuant to a certain Stock Purchase Agreement by and among the Company and the Purchasers named therein, dated as of January 28, 2021 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business five Trading Days following the date of the Agreement (1) will may not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Catabasis Pharmaceuticals Inc)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.understands that Jpak Group, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form SB-2 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Rx Staffing, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of common stock, warrants to purchase shares of common stock (and/or preferred stock convertible into shares of the “Registrable Securities”) common stock, par value $0.0001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued pursuant to that certain Securities Purchase Agreement by and among the Company and the Purchasers as defined therein, dated as of March 31, 2009 (the “Purchase Agreement”), understands that the Company has filed or intends to file with the Commission a registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities and Exchange Commission on Form S-3, in which case such registration shall be on a registration statement on Form S-1) (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Registrable Securities Act”), of the Registrable Securities, in accordance with the terms of that certain Investor Rights Agreement, dated as of April 3, 2009 by and among the Registration Rights Agreement Company and the Investors as defined therein, to which this Notice and Questionnaire is attached as Annex A (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the such Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sunesis Pharmaceuticals Inc)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.0001 per share of REVELSTONE CAPITAL ACQUISITION CORP.Accolade, a Delaware corporation Inc. (the “Company”) issued pursuant to an Agreement and Plan of Merger by and among the Company, Maestro Merger Sub, LLC, Innovation Specialists LLC d/b/a 2nd.MD (“Seller”) and Shareholder Representative Services LLC, dated as of January 14, 2021 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Agreement and the Registration Rights Agreement by and among the Company and the Holders named therein, dated as of March 3, 2021 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Registration Rights Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Accolade, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of , 2012, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of , 2012 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 18, 2014, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of December [●], 2014 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.0001 per share of REVELSTONE CAPITAL ACQUISITION CORP.Accolade, a Delaware corporation Inc. (the “Company”) issued pursuant to an Agreement and Plan of Merger Agreement and Plan of Merger by and among the Company, Panda Merger Sub, Inc., PlushCare, Inc. (“Seller”) and Fortis Advisors LLC, as the Stockholder Representative, dated as of April 22, 2021 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Agreement and the Registration Rights Agreement by and among the Company and the Holders named therein, dated as of [_________], 2021 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Registration Rights Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Accolade, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of ______ , 2013, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of _____ , 2013 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.0001 per share, of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation ContraFect Corporation (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of [●], 2015, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company, Brookline Group, LLC and the Purchasers named therein, dated as of [●], 2015 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (CONTRAFECT Corp)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.World Heart Corporation, a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of , 2010 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement Agreement, dated , 2010, (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from ), between the Company upon request at and the address set forth belowpurchasers signatory thereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (World Heart Corp)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner Purchaser, the holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and between the Company and the Purchaser named therein, dated as of March 22, 2016, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and between the Company and the Purchaser named therein, dated as of April 4, 2016 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities Purchaser generally will be required to be named as a selling stockholder securityholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders Purchaser must complete and deliver this Notice and Questionnaire in order to be named as a selling stockholders securityholder in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Securities are Purchaser is advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.CombiMatrix Corporation, a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of April 1, 2011 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Investors Rights Agreement (CombiMatrix Corp)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of August 31, 2016, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of ___________, 2016 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock stock, no par value (the “Registrable SecuritiesCommon Stock) ), of REVELSTONE CAPITAL ACQUISITION CORP.Xxxxx Soda Co., a Delaware Washington corporation (the “Company”), issued pursuant to a certain Note Purchase Agreement by and among the Company and the Investors named therein, dated as of March 23, 2018, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of March 23, 2018 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Selling Stockholder Notice and Questionnaire (the “Questionnaire”) in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Trading Days following the date of the Registration Rights Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in The undersigned hereby gives notice to the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners Company of its intention to sell or otherwise dispose of Registrable Securities are advised owned by it and listed below in Item 3 unless otherwise specified in Item 3, pursuant to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement Statement. The undersigned, by signing and returning this Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Questionnaire and the related prospectus.Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Appears in 1 contract

Samples: Registration Rights Agreement (Jones Soda Co)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share of REVELSTONE CAPITAL ACQUISITION CORP.Ardea Biosciences, a Delaware corporation Inc. (the “Company”) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 17, 2008 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form, the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant which delivery may be deemed to have been made as set forth in Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Ardea Biosciences, Inc./De)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation Raptor Pharmaceutical Corp. (the “Company”) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of August 9, 2010 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities Securities, if required (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten three (103) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Raptor Pharmaceutical Corp)

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Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.01 per share, of REVELSTONE CAPITAL ACQUISITION CORP.MRI Interventions, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 15, 2015, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the that certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of December 15, 2015 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business 10 Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Mri Interventions, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share of REVELSTONE CAPITAL ACQUISITION CORP.Stereotaxis, a Delaware corporation Inc. (the “Company”) issued pursuant to a certain Stock and Warrant Purchase Agreement by and among the Company and the Purchasers named therein, dated as of May 7, 2012 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business three Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Stereotaxis, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.Cardica, Inc., a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of ___, 2007 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Cardica Inc)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.understands that Youngevity International, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Youngevity International, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.001 per share of REVELSTONE CAPITAL ACQUISITION CORP.Optimer Pharmaceuticals, a Delaware corporation Inc. (the “Company”) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of October 23, 2007 (the “Agreement”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form, the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (10) Business 5)Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Optimer Pharmaceuticals Inc)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of common stock (shares of the “Registrable Securities”) capital stock, par value $0.001 per share, of REVELSTONE CAPITAL ACQUISITION CORP.NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), ) understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any of the Registrable Securities pursuant to the Resale Registration Statement, a holder of the Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of the Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (NeuroBo Pharmaceuticals, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.0001 per share of REVELSTONE CAPITAL ACQUISITION CORP.ImmunoCellular Therapeutics, a Delaware corporation Ltd. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of , 2011, understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the a certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of , 2011 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (ImmunoCellular Therapeutics, Ltd.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value 0.000041666 per share of REVELSTONE CAPITAL ACQUISITION CORP.Lion Biotechnologies, a Delaware corporation Inc. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of October 30, 2013, understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the a certain Registration Rights Agreement by and among the Company and the Purchasers named therein, dated as of November __, 2013 (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Lion Biotechnologies, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation understands that ____________________ (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Westergaard Com Inc)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation understands that eWellness Healthcare Corporation (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (eWELLNESS HEALTHCARE Corp)

Selling Stockholder Notice and Questionnaire. Intrexon Corporation Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock stock, no par value per share (the “Common Stock”), of Intrexon Corporation (the “Company”), (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of January 13, 2015 (the “Registration Rights Agreement”) ), among the Company and the Purchasers named therein. The purpose of this Questionnaire is to which this document is annexed. A copy facilitate the filing of the Registration Rights Agreement is available from Statement under the Company upon request at Act that will permit you to resell the address set forth belowRegistrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Intrexon Corp)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of common stock Class A ordinary shares, par value $0.00001 per share (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.Satellogic Inc., a Delaware corporation business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), issued pursuant to a certain Note Purchase Agreement by and among the Company, the Borrower, the Holder Representative and the Purchasers named therein, dated as of April 12, 2024 (the “Agreement”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form [F-3][S-3] (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Satellogic Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner of common stock (the “Registrable Securities”) of REVELSTONE CAPITAL ACQUISITION CORP.understands that Assured Pharmacy, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or ) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement entered into by the Company and the undersigned (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Assured Pharmacy, Inc.)

Selling Stockholder Notice and Questionnaire. The undersigned beneficial owner holder of shares of the common stock (the “Registrable Securities”) stock, par value $0.00001 per share of REVELSTONE CAPITAL ACQUISITION CORP., a Delaware corporation CIG Wireless Corp. (the “Company”)) issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Investors named therein, dated as of August 1, 2013 (the “Agreement”, understands that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Commission”) a registration statement (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities 1933 Act”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act1000 Xxx) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Selling Stockholder Notice and Questionnaire within ten five (105) Business Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Resale Registration Statement and the related prospectusProspectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Cig Wireless Corp.)

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