Common use of Voting or Investment Control over the Registrable Securities Clause in Contracts

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 2 contracts

Samples: Registration Rights Agreement (Verenium Corp), Registration Rights Agreement (Verenium Corp)

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Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Sections 4(c) and 4(i) of the Agreement, the undersigned acknowledges that the Company may, by written notice to the undersigned, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that that, pursuant to Section 6(b7(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY AS SOON AS REASONABLY PRACTICABLE OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated:_________________ ____,________ Name: , 20 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)Title: EXHIBIT F

Appears in 2 contracts

Samples: Investment and Securities Subscription Agreement (Grupo Televisa, S.A.B.), Investment and Securities Subscription Agreement (Nii Holdings Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned acknowledges that the Company may, by notice to the Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], [ ] and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2006 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Biodelivery Sciences International Inc), Securities Purchase Agreement (CDC Iv LLC)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2007 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2006 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Novadel Pharma Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2008 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2008 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Derma Sciences, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 3(c) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Holder at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby agrees to sell such shares only pursuant to and in the manner contemplated by the Registration Statement, including the Plan of Distribution section contained therein (in substantially the form attached hereto as Exhibit A), or pursuant to an exemption from the registration requirements under the Securities Act. The undersigned hereby further acknowledges that pursuant to Section 6(b7(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY MATERIAL CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2008 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Registration Rights Agreement (Novelos Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder Gates is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to the Registration Rights Agreement, the undersigned acknowledges that the Company may, by written notice to the undersigned, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Registration Rights Agreement, the undersigned shall indemnify indemnify, hold harmless and defend, to the Company same extent and in the same manner set forth in Section 6(A) of the Registration Rights Agreement, the Company, each of its directors and officers againstdirectors, and hold the Company and each of its directors officers who signs the Registration Statement, its employees, agents and officers harmless fromeach person, any lossesif any, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, or its directors Section 20 of the Exchange Act, as amended, and officers may become subject by reason of any statement or omission in other stockholder selling securities pursuant to the Registration Statement made in reliance uponor any of its directors or officers or any person who controls such stockholder within the meaning of the Securities Act of 1933, as amended, or in conformity withthe Exchange Act, a written statement as amended, to the extent required by Section 6(B) of the undersigned, including the information furnished in this Questionnaire by the undersignedRegistration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete true and accuratecorrect as of the date hereof. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: October , 20 2013 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)) Disclosure Schedules Schedule 4.3

Appears in 1 contract

Samples: Purchase Agreement (Kior Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) aboveSecurities: The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (76) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2009 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) Appendix A Plan of Distribution We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • short sales; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and • any other method permitted pursuant to applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling shareholders might be, and any broker-dealers that act in connection with the sale of securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the securities sold by them while acting as principals will be deemed to be underwriting discounts or commissions under the Securities Act. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement that includes this prospectus effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement that contains this prospectus or (2) the date on which the shares may be sold without registration or restriction pursuant to Rule 144 of the Securities Act. EXHIBIT D

Appears in 1 contract

Samples: Securities Purchase Agreement (Nile Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2005 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2005 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Transgenomic Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: ___________________________________________________________________________________________________ Pursuant to Section 5.2 of the Agreement, the undersigned acknowledges that the Company may, by notice to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. 41 The undersigned hereby further acknowledges that pursuant to Section 6(b5.4(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurateaccurate in all material respects. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2006 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Avigen Inc \De)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to the Registration Rights Agreement, the undersigned acknowledges that the Company may, by written notice to the undersigned, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Registration Rights Agreement, the undersigned shall indemnify indemnify, hold harmless and defend, to the Company same extent and in the same manner as set forth in Section 6(A) of the Registration Rights Agreement, the Company, each of its directors and officers againstdirectors, and hold the Company and each of its directors officers who signs the Registration Statement, its employees, agents and officers harmless fromeach person, any lossesif any, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, or its directors Section 20 of the Exchange Act, as amended, and officers may become subject by reason of any statement or omission in other stockholder selling securities pursuant to the Registration Statement made in reliance uponor any of its directors or officers or any person who controls such stockholder within the meaning of the Securities Act of 1933, as amended, or in conformity withthe Exchange Act, a written statement as amended to the extent required by Section 6(B) of the undersigned, including the information furnished in this Questionnaire by the undersignedRegistration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete true and accuratecorrect as of the date hereof. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: October __, 20 2013 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)) Exhibit A [LIST OF SELLING STOCKHOLDERS] Disclosure Schedules Schedule 1A Existing Permitted Indebtedness

Appears in 1 contract

Samples: Registration Rights Agreement (Kior Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)) Schedule 7(b) Shares of Common Stock underlying the securities covered by the following registration rights: Registration Rights Agreement, dated July 17, 2006, by and between the Company and Dxxxxxxxx Employee Benefits. Registration Rights Agreement, dated May 31, 2006, by and between the Company and Realtime Solutions Group, L.L.C. Registration Rights Agreement, dated July 17, 2006, by and between the Company and Dxxxxxxxx Employee Benefits. Registration Rights Agreement, dated July 20, 2006, by and between the Company and Pxxxx X. Xxxxx. The Placement Agents have piggyback registration rights with respect to the shares of Common Stock underlying their Placement Agent Warrants.

Appears in 1 contract

Samples: Registration Rights Agreement (Health Benefits Direct Corp)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 3(c) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Holder at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby agrees to sell such shares only pursuant to and in the manner contemplated by the Registration Statement, including the Plan of Distribution section contained therein (in substantially the form attached hereto as Exhibit A), or pursuant to an exemption from the registration requirements under the Securities Act. The undersigned hereby further acknowledges that pursuant to Section 6(b7(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY MATERIAL CHANGES IN THE FOREGOING INFORMATION. Dated: :_____________, 20 2009 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Registration Rights Agreement (Novelos Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2009 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bE(5) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2009 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Vermillion, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of the Registration Statement draft dated , 2005 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2005 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Senesco Technologies Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 20__ Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)) Schedule 8(b) Shares of Common Stock underlying the securities covered by the following registration rights: Registration Rights Agreement, dated July 17, 2006, by and between the Company and Dxxxxxxxx Employee Benefits. Registration Rights Agreement, dated May 31, 2006, by and between the Company and Realtime Solutions Group, L.L.C. Registration Rights Agreement, dated July 20, 2006, by and between the Company and Pxxxx X. Xxxxx. Registration Rights Agreement, dated March 30, 2007, by and between the Company and the Investors party thereto. Registration Rights Agreement, dated October 1, 2007, by and between the Company and Computer Command and Control Company. Registration Rights Agreement, dated October 1, 2007, by and between the Company and Rxxxxx X. Xxxxx, Jxxx Xxxxxx, Txx Xxxxxx and Lxxx Xxxxx . Oxxxxxxxxxx & Co., Inc., Sxxxxxx Mxxxxx Xxxxxx Inc. and Rxxx Capital Partners have piggyback registration rights with respect to the shares of Common Stock underlying their Placement Agent Warrants. Registration Rights Agreement, dated March 31, 2008, by and between the Company and the Investors party thereto. Registration Rights Agreement, dated January 14, 2009, by and between the Company and the Investors party thereto. Registration Rights Agreement, dated September 30, 2010, by and between the Company and Independence Blue Cross, The Scarpa Family Trust, 2005, and Azeez Investors, LLC. Registration Rights Agreement, dated December 22, 2010, by and between the Company and The Co-Investment Fund II, L. P.

Appears in 1 contract

Samples: Registration Rights Agreement (InsPro Technologies Corp)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 2(c) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Holder at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby agrees to sell such shares only pursuant to and in the manner contemplated by the Registration Statement, including the Plan of Distribution section contained therein (in substantially the form attached hereto as Exhibit A), or pursuant to an exemption from the registration requirements under the Securities Act. The undersigned hereby further acknowledges that pursuant to Section 6(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY MATERIAL CHANGES IN THE FOREGOING INFORMATION. Dated: ___________ , 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Registration Rights Agreement (Novelos Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2007 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardium Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2007 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) Exhibit F Company Disclosure Schedule VXXXXXXXXX, INC. DISCLOSURE SCHEDULE This Disclosure Schedule is made and given pursuant to Section C of the Securities Purchase Agreement, dated as of August 23, 2007 (the “Agreement”), among Vxxxxxxxxx, Inc. (the “Company”), the undersigned purchaser(s) thereto (each, a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party thereto. For the avoidance of doubt, this Disclosure Schedule is dated as of August 23, 2007. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement to the extent such information and disclosures are otherwise apparent to a reasonably prudent person based upon the face of such disclosure in the Schedule of Exceptions would be applicable to such other representation and warranty. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vermillion, Inc.)

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Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: ----------------------------------------------------- Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2004 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned "Selling Stockholders" and "Plan of Distribution," and confirms that, to the best of the undersigned's knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2004 ----------------------------------------- Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)) EXHIBIT E PLAN OF DISTRIBUTION The Selling Stockholders and any of their pledges, assignees, donees selling shares received from such Selling Stockholders as a gift, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares: o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; o an exchange distribution in accordance with the rules of the applicable exchange; o privately negotiated transactions; o broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

Appears in 1 contract

Samples: Securities Purchase Agreement (Chindex International Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned hereby further acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to Section 6(b) the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. In accordance with the Agreementundersigned’s obligation to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned shall indemnify agrees to promptly notify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement inaccuracies or omission changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in reliance upon, or in conformity with, a written statement by writing at the undersigned, including the information furnished in this Questionnaire by the undersignedaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (76) above and the inclusion of such information in the Registration Statement, any amendments thereto Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectusProspectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2013 Signature of Record Holder Beneficial Owner: By: Name: Title: PLEASE FAX A COPY (Please sign your name in exactly the same manner as the certificate(sOR EMAIL A PDF COPY) for the shares being registered)OF THE COMPLETED AND EXECUTED SELLING STOCKHOLDER QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL TO: Ecolab Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxx, Minnesota 55102 Attention: [·] Facsimile: [·] Email: [·]

Appears in 1 contract

Samples: Registration Rights Agreement (Ecolab Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2007 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered) Exhibit E Plan of Distribution We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • short sales; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and • any other method permitted pursuant to applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling shareholders might be, and any broker-dealers that act in connection with the sale of securities will be, deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the securities sold by them while acting as principals will be deemed to be underwriting discounts or commissions under the Securities Act. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement that includes this prospectus effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act. Exhibit F ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (herein, the “Agreement”) is made and entered into this 8th day of November, 2007, by and among F.A. Products L.P., a Delaware limited partnership (“FAP”), First Aid Products, Inc., a Delaware corporation (“First Aid”), NutraMax Products, Inc., a Delaware corporation (“NutraMax” and, together with FAP and First Aid, the “Sellers”), Derma First Aid Products, Inc., a Pennsylvania corporation, (“Buyer”), and Derma Sciences, Inc., a Pennsylvania corporation and the sole shareholder of Buyer (“Buyer Parent”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Derma Sciences, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 3(c) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Holder at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby agrees to sell such shares only pursuant to and in the manner contemplated by the Registration Statement, including the Plan of Distribution section contained therein (in substantially the form attached hereto as Exhibit A), or pursuant to an exemption from the registration requirements under the Securities Act. The undersigned hereby further acknowledges that pursuant to Section 6(b7(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY MATERIAL CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2009 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Registration Rights Agreement (Novelos Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agents and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated [ ], 2005 and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(bB(12) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2005 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Hana Biosciences Inc)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(bE(5)(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATIONINFORMATION PRIOR TO THE INCLUSION OF THE UNDERSIGNED IN THE REGISTRATION STATEMENT OR UPON THE COMPANY’S REQUEST. Dated: _____________, 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: _________________________________________________________________________________________ Pursuant to Section 2.02(g) of the Agreement, the undersigned acknowledges that the Company may, by notice to each Stockholder at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated ● and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(b2.04(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys attorney’s fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 Signature of Record Holder Holder: (Please sign your name in exactly the same manner as the certificate(s) certificates for the shares being registered)

Appears in 1 contract

Samples: Registration Rights Agreement (Nuo Therapeutics, Inc.)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(bE(5)(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATIONINFORMATION PRIOR TO THE INCLUSION OF THE UNDERSIGNED IN THE REGISTRATION STATEMENT OR UPON THE COMPANY’S REQUEST. Dated: ___, 20 2007 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: The undersigned hereby further acknowledges that pursuant Pursuant to Section 6(b) of the Stockholders Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) is required to which the Company or its directors and officers may become subject by reason notify AMSC in writing of any statement or omission in and all sales of Registrable Securities within ten (10) business days. Pursuant to Section 5.1 of the Stockholders Agreement, the undersigned acknowledges that AMSC may, by written notice to the undersigned, suspend the Registration Statement made and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Prospectus Supplement and Registration Statement under certain circumstances described in reliance uponthe Stockholders Agreement. At any time that such notice has been given, or the undersigned may not sell Registrable Securities pursuant to the Prospectus Supplement and Registration Statement. The undersigned hereby acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in conformity with, a written statement by connection with any offering of Registrable Securities pursuant to the undersigned, including Registration Statement and the information furnished Prospectus Supplement. The undersigned hereby acknowledges the selling restrictions contained in this Questionnaire by Section 2.3(b) of the undersignedStockholders Agreement and its indemnity obligations under Section 5.3(b) of the Stockholders Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and/or supplements thereto, and the related prospectusProspectus Supplement. The undersigned understands that such information will be relied upon by the Company AMSC in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate, and will be true, accurate and complete as of the date of the closing of the transactions contemplated by the Purchase Agreement. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATIONINFORMATION DURING THE SHELF REGISTRATION PERIOD (AS DEFINED IN THE STOCKHOLDERS AGREEMENT). Dated: , 20 2011 Signature of Record Holder (Please sign your name in exactly the same manner as will be on the certificate(s) for the shares being registered)) Please return the completed and executed Questionnaire as soon as possible, and in any event so that it is received no later than 10 business days prior to the closing of the transactions contemplated by the Purchase Agreement, via email to • at • or facsimile to • at • and return the original by overnight mail to •. Appendix B Sellers Represented by Sellers’ Representatives Xxxxxx Xxxxx Xxxx Xxxxx Ala Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxx Xue Xxxxxxx Xxx Black Xxxx Xxxx Jr Xxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxx Seppo Hermunen Pekka Hertsbacka Henna Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Jennimaria Hämäläinen Xxxxx Xxxxxx Xxxx Xxxxxxxxx Juha-Xxxxx Xxxxxxx Esko Isuls Xxxxx Xxxxxx Lilja Jantunen Xxxx Xxxxxxx Jyri Xxxxxxxx Xxxx Xxxxxxx Xxxx Kangasmäki Timo Xxxxxxxx Xxxx Kannanniemi Xxxx Xxxxxxx-Xxxxxxxx Xxxx Koiranen Xxxxxxx Xxxxxxxx Xxx Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Panu Xxxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxx Anssi Lipsanen Esa Xxxx Xxxxxx Xxxxxxxx-Xxx Xxxx Xxxxxx Xxxxxxx Xxxxxx Jan Munkki Xxxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxx Xxxx-Xxxxxx Nykänen Xxxxx X’Xxxxxx Xxx Xxxxxx Xxxxx Paakkunainen Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Veli Pesu Xxx Xxxxxxx Xxxx Xxxxxxx Mikko Pohtola Xxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxx XxxXxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxx-Lotta Reinikka Miika Reinilä Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx Dejan Semikron International GmbH Sihvo Ville Silventoinen Xxxxxx Xxxxxxx Xxx Xxxxxx Antti Suutarinen Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxx Turku Xxxxx Xxxxx Xxxxx Xxxxxxxx Pasi Xxxxxx Xxxx Vallinmäki Alpo Vallinmäki Sari Xxx Xx Vepsäläinen Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx Jukka Vilhu Mika VNT Management Oy Xx Xxxxxx Yli-Xxxxx Xxxxx Zhang Xxxxxx Xxxx Ti ZhaoLi Song Xxxxx Xxxxxxx

Appears in 1 contract

Samples: Share Purchase Agreement (American Superconductor Corp /De/)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section E(3) of the Agreement, the undersigned acknowledges that the Company may, by notice to the Placement Agent and to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(bE(5)(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: , 20 2006 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 5.2 of the Agreement, the undersigned acknowledges that the Company may, by notice to each Purchaser at its last known address, suspend or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby further acknowledges that pursuant to Section 6(b5.4(b) of the Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurateaccurate in all material respects. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: _____________, 20 2006 Signature of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Avigen Inc \De)

Voting or Investment Control over the Registrable Securities. If the Selling Stockholder is not a natural person, please identify any the natural person or persons who have voting or investment control over the Registrable Securities listed in Item (2) above: Pursuant to Section 9 of the Registration Rights Agreement, the undersigned acknowledges that the Company may, by written notice to the undersigned, suspend the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant to the Registration Statement under certain circumstances described in the Registration Rights Agreement. At any time that such notice has been given, the undersigned may not sell Registrable Securities pursuant to the Registration Statement. The undersigned hereby acknowledges receipt of a draft of the Registration Statement dated _____________ ___, _______ and confirms that the undersigned has reviewed such draft including, without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 6(b) 6 of the Registration Rights Agreement, the undersigned shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this Questionnaire by the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. The undersigned has reviewed the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION. Dated: November ___, 20 2011 If you are an INDIVIDUAL (if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, each owner must sign below): Print Name Signature Signature If you are signing on behalf of Record Holder (Please sign your name in exactly the same manner as the certificate(s) for the shares being registered)a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: Print Name of Partnership, Corporation, Limited Liability Company or Trust By: Name: Title:

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.)

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