Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holder, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Holder, or to advisors to or representatives of the Holder, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Zix Corp), Registration Rights Agreement (Zix Corp)
Due Diligence Review; Information. The (a) In connection with any underwritten public offering consented to by the Company as provided herein, upon reasonable prior notice and execution of a customary confidentiality agreement by the Investors, the Company shall make available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the Company), any managing underwriters and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement attorneys or amendments accountants retained by such Investors or supplements thereto or any blue sky, NASD, or other filingmanaging underwriters, all financial and other records, all SEC Filings and other filings with the SEC, records and all other corporate pertinent documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such an underwritten public offering pursuant to a Registration Statement (including, without limitation, including in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the such Registration Statement in connection with such underwritten public offering for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing a due diligence investigation with respect to the Company and the accuracy of the such Registration Statement. .
(b) The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and with respect thereto; provided, that the Holderforegoing shall not restrict the Company from disclosing material non-public information to any Investor Director or Investor board observer, or to their advisors or representatives.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Igate Corp)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderRights Holders, advisors to and representatives of the Holder Rights Holders (who may or may not be affiliated with the Holder Rights Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderRights Holders, or to advisors to or representatives of the HolderRights Holders, unless prior to disclosure of such information the Company Company: (a) identifies such information as being material nonpublic information and provides the HolderRights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Rights Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the HolderRights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.
Appears in 2 contracts
Sources: Registration Rights Agreement (Summer Energy Holdings Inc), Securities Purchase Agreement (Summer Energy Holdings Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder and who are reasonably acceptable to the CompanyInvestors), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Investors pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above Except for disclosures to any Investor whose representative or Affiliate occupies a seat or has observation rights with respect to the contrary notwithstandingboard of directors of the Company or any of its subsidiaries, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vitalstream Holdings Inc), Registration Rights Agreement (Vitalstream Holdings Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderHolders, advisors to and representatives of the Holder Holders (who may or may not be affiliated with the Holder Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Holders pursuant to the a Registration Statement filed under Section 2.4 or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors officers and employeesdirectors, within a reasonable time period, to supply all such information reasonably requested by the Holder Holders or any such representative, advisor or underwriter (in the case of a Registration Statement filed under Section 2.4) in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Holders and such representatives, advisors and underwriters (in the case of a Registration Statement filed under Section 2.4) and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderHolders, or to advisors to or representatives of the HolderHolders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderHolders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 2 contracts
Sources: Registration Rights Agreement (Gilman & Ciocia Inc), Investor Purchase Agreement (Gilman & Ciocia Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the CompanyRequired Purchasers have approved through prior written consent), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to Notwithstanding the contrary notwithstandingforegoing, the Company shall not disclose or provide any access to material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a customary confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 2 contracts
Sources: Registration Rights Agreement (Overland Storage Inc), Subordination Agreement (Overland Storage Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderRights Holders, advisors to and representatives of the Holder Rights Holders (who may or may not be affiliated with the Holder Rights Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderRights Holders, or to advisors to or representatives of the HolderRights Holders, unless prior to disclosure of such information the Company Company: (a) identifies such information as being material nonpublic information and provides the HolderRights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Rights Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company with respect thereto; and (b) advises the HolderRights Holder in writing to cease all purchases and sales under the Registration Statement until such information has become public information for not less than four (4) business days.
Appears in 2 contracts
Sources: Registration Rights Agreement (Auxilio Inc), Registration Rights Agreement (Auxilio Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder Investors pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's Investors' advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the HolderInvestors. Nothing herein shall require the Company to disclose material nonpublic information to the Investors or their advisors or representatives.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ursus Telecom Corp), Purchase Agreement (Alpnet Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers who may be deemed an underwriter, advisors to and representatives of the Holder such Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder Purchasers pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder such Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder such Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's Purchasers’ advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the HolderPurchasers. Nothing herein shall require the Company to disclose material nonpublic information to the Purchasers or their advisors or representatives.
Appears in 2 contracts
Sources: Registration Rights Agreement (Harken Energy Corp), Registration Rights Agreement (Harken Energy Corp)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holder, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Holder, or to advisors to or representatives of the Holder, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the HolderHolders, advisors to and representatives of the Holder Holders (who may or may not be affiliated with the Holder Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to Notwithstanding the contrary notwithstandingforegoing, the Company shall not (and shall not be required to) disclose or provide any access to material nonpublic information to the HolderHolders, or to advisors to or representatives of the HolderHolders, in connection with the registration of the Registrable Securities unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderHolders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Purchasers pursuant to the a Registration Statement Statement(s) or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Securities Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement Statement(s) (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement Statement(s) for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration StatementStatement(s). The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Purchasers pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Agency Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. .
(b) The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. (a) The Company shall make available, during normal business hourshours upon at least five (5) Business Days’ prior notice, for inspection and review by the HolderHolders, advisors to and representatives of the Holder Holders (who may or may not be affiliated with the Holder Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filingunderwriter(s), all financial and other records, all SEC Filings and other filings with the SECCommission, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Holders or any such representative, advisor or underwriter in connection with such the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the each Registration Statement for the sole purpose of enabling the Holder Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above ; provided, however that all information obtained in connection with any such inspection shall be subject to a confidentiality agreement in a form mutually agreed upon by the Corporation and any Holder conducting such inspection.
(b) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the Company shall not disclose material nonpublic information to the HolderHolders, or to advisors to or representatives of the HolderHolders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderHolders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Synthetic Biologics, Inc.)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Commission Filings (as defined in the Purchase Agreement) and other filings with the SECCommission, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Lion Biotechnologies, Inc.)
Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Purchasers pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. .
(b) The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hourshours and upon prior written notice, for inspection and review by the HolderHolders, advisors to and representatives of the Holder Holders (who may or may not be affiliated with the Holder Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Exchange Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to Notwithstanding the contrary notwithstandingforegoing, the Company shall not disclose or provide any access to material nonpublic information to the HolderHolders, or to advisors to or representatives of the HolderHolders, in connection with the registration of the Registrable Securities unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderHolders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Investors pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other relevant corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such relevant information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all relevant questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement; provided, however, that such persons enter into an appropriate confidentiality agreement with the Company with respect thereto. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (First Virtual Communications Inc)
Due Diligence Review; Information. (a) The Company shall make available, during normal business hourshours and on reasonable notice, for inspection and review by the HolderHolders, advisors to and representatives of the Holder Holders (who may or may not be affiliated with the Holder Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock Registrable Securities on behalf of the Holder Holders pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Stock Purchase Agreements) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. .
(b) The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderHolders, or to advisors to or representatives of the HolderHolders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderHolders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition If the Holders decide to disclosing any accept such material nonpublic information, they shall not receive such information hereunder, require the Holder's advisors and representatives to enter until they shall have entered into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) the Company, in form reasonably and substance satisfactory to the Company and the HolderCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Digital Lifestyles Group Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable request, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, all SEDAR Filings (as defined in the Purchase Agreement) and other filings with the securities regulatory authorities in the provinces and territories of Canada, and all other documents respecting the Company, its assets, its properties or its business (including without limitation minute books, corporate documents records, financial statements, contracts, permits, licenses, approvals, technical or engineering reports, and properties of any title opinions or valuations which the Company has obtained) as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them)) to the extent not publicly available on ▇▇▇▇▇, ▇▇▇▇▇ or the Company’s website, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the contrary notwithstandingInvestors, the or any advisors or representatives or underwriters, any material nonpublic information. The Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Storm Cat Energy CORP)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderRights Holders, advisors to and representatives of the Holder Rights Holders (who may or may not be affiliated with the Holder Rights Holders and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Rights Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Rights Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderRights Holders, or to advisors to or representatives of the HolderRights Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderRights Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Rights Holder wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Opexa Therapeutics, Inc.)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors, and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Investors pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above Except for disclosures to any Investor whose representative or Affiliate occupies a seat or has observation rights with respect to the contrary notwithstandingboard of directors of the Company or any of its subsidiaries, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (Vitalstream Holdings Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holder, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Holder, or to advisors to or representatives of the Holder, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder. Nothing herein shall require the Company to disclose material nonpublic information to the Holder or its advisors or representatives.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make --------------------------------- available, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder Investors pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's Investors' advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the HolderInvestors. Nothing herein shall require the Company to disclose material nonpublic information to the Investors or their advisors or representatives.
Appears in 1 contract
Sources: Registration Rights Agreement (Sheffield Pharmaceuticals Inc)
Due Diligence Review; Information. The Company shall make available, during normal business hours, upon reasonable request, for inspection and review by the HolderInvestor, advisors to and representatives of the Holder Investor (who may or may not be affiliated with the Holder Investor and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other documents respecting the Company, its assets, its properties or its business (including without limitation minute books, corporate documents records, financial statements, contracts, permits, licenses, approvals, technical or engineering reports, and properties of any title opinions or valuations which the Company has obtained) as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them)) to the extent not publicly available on EDGAR or the Company's w▇▇▇▇▇e, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the contrary notwithstandingInvestor, the or any advisors or representatives or underwriters, any material nonpublic information. The Company shall not disclose material nonpublic information to the HolderInvestor, or to advisors to or representatives of the HolderInvestor, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and the Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hourshours and on reasonable notice, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock Registrable Securities on behalf of the Holder Investors pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition If the Investors decide to disclosing any accept such material nonpublic information, they shall not receive such information hereunder, require the Holder's advisors and representatives to enter until they shall have entered into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) the Company, in form reasonably and substance satisfactory to the Company and the HolderCompany.
Appears in 1 contract
Due Diligence Review; Information. The (a) Subject to Section 4(b) below, the Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock Shares on behalf of the Holder Purchasers pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. .
(b) The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchaser who may be deemed an underwriter, advisors to and representatives of the Holder Purchaser (who may or may not be affiliated with the Holder Purchaser and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder Purchaser pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchaser or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchaser and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchaser, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchaser, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's Purchaser’s advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the HolderPurchaser. Nothing herein shall require the Company to disclose material nonpublic information to the Purchaser or its advisors or representatives.
Appears in 1 contract
Sources: Registration Rights Agreement (United Energy Corp /Nv/)
Due Diligence Review; Information. The Company shall make available, through E▇▇▇▇ if applicable, during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “10-K”) and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings Filings”) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Investor wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Sources: Registration Rights Agreement (PRECISION OPTICS Corp INC)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holder, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the Registration Statement or amendments or supplements thereto or any blue sky, NASD, or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposes, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the Holder, or to advisors to or representatives of the Holder, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's ’s advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Purchasers pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition review and any Purchaser wishing to disclosing any material nonpublic obtain such information hereunder, require the Holder's advisors and representatives to enter enters into a an appropriate confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holderwith respect thereto.
Appears in 1 contract
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holder, advisors to and representatives of the Holder (who may or may not be affiliated with the Holder and who are reasonably acceptable to the CompanyHolder), and any underwriter participating in any disposition of Common Stock on behalf of the Holder pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's ’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above ; provided, however, that to the contrary notwithstandingextent review of such information set forth in this paragraph would require disclosure to Lilly of competitive information that Antares considers confidential, then Lilly is entitled to designate a third party to review such information and Lilly would not in such circumstance have access to such information. Notwithstanding the foregoing, or anything else in this Registration Rights Agreement, the Company shall not disclose material nonpublic information to the Holder, or to advisors to or representatives of the Holder, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holder, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
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Due Diligence Review; Information. The Company shall make available, --------------------------------- during normal business hours, for inspection and review by the HolderInvestors, advisors to and representatives of the Holder Investors (who may or may not be affiliated with the Holder Investors and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Investors pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderInvestors, or to advisors to or representatives of the HolderInvestors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderInvestors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
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Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the HolderPurchasers, advisors to and representatives of the Holder Purchasers (who may or may not be affiliated with the Holder Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of shares of Common Stock on behalf of the Holder Purchasers pursuant to the a Registration Statement or amendments or supplements thereto or any blue sky, NASD, NASD or other filing, all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of establishing a due diligence defense under applicable securities laws and such other reasonable purposesreview, and cause the Company's officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holder Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holder Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the such Registration Statement. The above to the contrary notwithstanding, the Company shall not disclose material nonpublic information to the HolderPurchasers, or to advisors to or representatives of the HolderPurchasers, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the HolderPurchasers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. The Company may, as a condition to disclosing any material nonpublic information hereunder, require the Holder's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of material nonpublic information) in form reasonably satisfactory to the Company and the Holder.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Photogen Technologies Inc)