the Advice. Each holder of Registrable Notes agrees that the Issuer and the Company has the right to require such holders to discontinue dispositions for up to 90 days if the Issuer and the Company gives notice of a material non-public acquisition or event; provided, however, that each holder shall be subject to the hold-back restrictions of this Section 5 only twice during the term of this Agreement. During any such discontinuance, no Additional Interest shall accrue or otherwise be payable to the Holders. In the event of a Shelf Registration, in addition to the information required to be provided by each selling Holder in accordance with the preceding paragraph, the Issuer and the Company may require such selling Holder to furnish to the Issuer and the Company such additional information regarding such selling Holder and such selling Holder's intended method of distribution of Registrable Notes as may be required in order to comply with the Securities Act. Each such selling Holder agrees to notify the Issuer and the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such selling Holder to the Issuer and the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such selling Holder or such selling Holder's intended method of disposition of such Registrable Notes required to be stated or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuer and the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such selling Holder or the disposition of such Registrable Notes, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then existing.
the Advice. The Consultant has agreed with the Company on the terms set out below that he will provide to the Company in relation to the management and expansion of the business of the Company and its subsidiaries (the “Group”), the consultancy advice as outlined in Schedule 1 to the Agreement (the “Advice”).
the Advice. Each Holder further agrees that, upon receipt of notice from the Company that the Company intends to make an offering to the public of its securities, whether or not through an Underwriter, such Holder will forthwith discontinue disposition of Transfer Restricted Warrants for such period (not to exceed 120 days) as is required to complete such offering and for a further period of 120 days after the completion of such offering.
the Advice. Each Holder agrees that no Holder may participate in any Underwritten Offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements related to the Underwritten Offering, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Each Holder of Registrable Securities understands that the Securities Act may require delivery of a Prospectus in connection with any sale thereof pursuant to a Registration Statement, and each such Holder shall comply with the applicable Prospectus delivery requirements of the Securities Act in connection with any such sale.
the Advice. If the Registration Statement refers to any Selling Holder by name or otherwise as the holder of any securities of the Company, then such Selling Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Selling Holder, to the effect that the holding by such Selling Holder of such securities is not to be construed as a recommendation by such Selling Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Selling Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Selling Holder by name or otherwise is not required by the '33 Act or any similar federal statute then in force, the deletion of the reference to such Selling Holder.
the Advice. 7.1 If the insured merely wishes to be apprised of Xxxxxxxx’s position or if Xxxxxxxx considers that the facts at its disposal are insufficient for it to issue an offer of cover or a policy, it shall communicate its decision in the form of an advice.
the Advice. Subject to Section 6(d) hereof, each Holder further agrees that, upon receipt of notice from the Company that the Company intends to make an offering to the public of its securities, whether or not through an Underwriter, such Holder will forthwith discontinue disposition of Transfer Restricted Securities for such period (not to exceed 120 days) as is required to complete such offering and for a further period of 120 days after the completion of such offering.
the Advice. Notwithstanding anything to the contrary in this Agreement, if at any time or from time to time after the effective date of a Shelf Registration filed pursuant to Section 2, the Company notifies in writing each Holder of Registrable Notes to be sold pursuant to the Shelf Registration of the existence of a Potential Material Event, the Holders shall not offer to sell any Registrable Notes pursuant to the prospectus contained in such Shelf Registration from the time of the giving of notice with respect to a Potential Material Event until the Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (i) in no -------- ------- event shall the effectiveness of such Shelf Registration be suspended for a period of more than 30 days (a "Suspension ---------- Period"), (ii) the Company may not declare Suspension Periods more than two (2) ------ times in any calendar year and (iii) in each such case the Effectiveness Period of the Shelf Registration provided for in Section 2 shall be extended by the number of days of the applicable Suspension Period pursuant to the foregoing and Additional Interest shall not apply during the Suspension Period to the extent that such Additional Interest is due solely as a result of the imposition of the Suspension Period.
the Advice. In the event the Issuers do not give any such notice within five business days, each Holder shall return such Registration Statement or Prospectus to the Company or destroy all copies of such Registration Statement or Prospectus; and if so requested by the Issuers, shall certify that all copies of the Registration Statement or Prospectus were destroyed.
the Advice. The advice the Consultant will provide to the company will be in relation to the following:-
