Additional Obligations of the Parties. (a) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investors' Registrable Shares may be resold pursuant to paragraph (k) of Rule 144 or any other rule of similar effect or (B) such date as all of the Investors' Registrable Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act. (b) If the Company has delivered preliminary or final prospectuses to the Investors who own Registrable Shares included in any Registration Statement (each a "Selling Investor") and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Investors and, if requested, the Selling Investors shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Selling Investors with revised prospectuses and, following receipt of the revised prospectuses, the Selling Investors shall be free to resume making offers of the Registrable Shares. (c) In the event that, in the good faith judgment of the Company after consultation with the Company's outside legal counsel, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all investors to such effect, and, upon receipt of such notice, each such Selling Investor shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Investor has received copies of a supplemented or amended prospectus or until such Selling Investor is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Investor acknowledges and agrees that the existence, content and receipt of any such notice may constitute material non-public information and such Investor agrees to keep the existence, content and receipt of any such notice confidential. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 7.2(c) to suspend sales of Registrable Shares for a period in excess of 90 days in any 365-day period. (d) Each Investor including Registrable Shares in any Registration Statement shall furnish to the Company such information regarding such Investor as the Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.
Appears in 2 contracts
Sources: Subordinated Note and Warrant Purchase Agreement (Inverness Medical Innovations Inc), Subordinated Note Purchase Agreement (Inverness Medical Innovations Inc)
Additional Obligations of the Parties. (a) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investors' Registrable Shares may be resold within a given three-month period pursuant to paragraph (k) of Rule 144 or any other rule of similar effect or (B) such date as all of the Investors' Registrable Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act.
(b) If the Company has delivered preliminary or final prospectuses to the Investors who own Registrable Shares included in any Registration Statement (each a "Selling Investor") and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Investors and, if requested, the Selling Investors shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Selling Investors with revised prospectuses and, following receipt of the revised prospectuses, the Selling Investors shall be free to resume making offers of the Registrable Shares.
(c) In the event that, in the good faith judgment of the Company after consultation with the Company's outside legal counsel, it is advisable to suspend use of a prospectus included in a the Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all investors Investors to such effect, and, upon receipt of such notice, each such Selling Investor shall immediately discontinue any sales of Registrable Shares pursuant to such the Registration Statement until such Selling Investor has received copies of a supplemented or amended prospectus or until such Selling Investor is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Investor acknowledges and agrees that the existence, content and receipt of any such notice may constitute material non-public information and such Investor agrees to keep the existence, content and receipt of any such notice confidentialprospectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 7.2(c) to suspend sales of Registrable Shares for a period in excess of 90 days in any 365-day period.
(d) Each Investor including Registrable Shares in any Registration Statement shall furnish to the Company such information regarding such Investor as the Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Inverness Medical Innovations Inc), Stock Purchase Agreement (Inverness Medical Innovations Inc)
Additional Obligations of the Parties. (a) With a view to making available to the Investors the benefits of Rule 144 promulgated by the Commission under the Securities Act (or its successor rule) ("Rule 144") and any other rule or regulation of the Commission that may at any time permit the Investors to sell the Registrable Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investors' Registrable Shares may be resold within a given three-month period pursuant to paragraph (k) of Rule 144 or any other rule of similar effect or (B) such date as all of the Investors' Registrable Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act.
(b) If the Company has delivered preliminary or final prospectuses to the Investors who own Registrable Shares included in any Registration Statement (each a "Selling Investor") and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Investors and, if requested, the Selling Investors shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Selling Investors with revised prospectuses and, following receipt of the revised prospectuses, the Selling Investors shall be free to resume making offers of the Registrable Shares.
(c) In the event that, in the good faith judgment of the Company after consultation with the Company's outside legal counsel, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all investors to such effect, and, upon receipt of such notice, each such Selling Investor shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Investor has received copies of a supplemented or amended prospectus or until such Selling Investor is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Investor acknowledges and agrees that the existence, content and receipt of any such notice may constitute material non-public information and such Investor agrees to keep the existence, content and receipt of any such notice confidential. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 7.2(c7.1(d) to suspend sales of Registrable Shares for a period in excess of 90 days in any 365-day period.
(d) Each Investor including Registrable Shares in any Registration Statement shall furnish to the Company such information regarding such Investor as the Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Inverness Medical Innovations Inc)