Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.

Appears in 4 contracts

Samples: Common Stock Purchase Warrants (Biocept Inc), Warrant Exercise Agreement (Biocept Inc), Warrant Exercise Agreement (SELLAS Life Sciences Group, Inc.)

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Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. The Company agrees to provide Holder with a customary indemnification and contribution agreement, in form reasonably satisfactory to Holder, in connection with any sales of New Warrant Shares pursuant to a registration statement. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 4.2 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 4.2 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.

Appears in 1 contract

Samples: Warrants Amendment and Agreement (Bionano Genomics, Inc)

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