Agreements and Further Actions. Enter into such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration is an underwritten registration (a) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (b) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and not objected to by the Holders of a majority of the Registrable Securities being sold), addressed to each Holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders selling such Registrable Securities and the underwriters, if any; (c) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by accountants in connection with primary underwritten offerings; (d) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (e) the Company shall deliver such documents and certificates as may be requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriters, if any, to evidence compliance with section 5.1.11 above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;
Appears in 1 contract
Agreements and Further Actions. Enter into such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration is an underwritten registration (a) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (b) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and not objected to by the Holders of a majority of the Registrable Securities being sold), addressed to each Holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders selling such Registrable Securities and the underwriters, if any; (c) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by accountants in connection with primary underwritten offerings; (d) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (e) the Company shall deliver such documents and certificates as may be requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriters, if any, to evidence compliance with section 5.1.11 above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;
Appears in 1 contract
Samples: Registration Rights Agreement (Atlantic Gulf Communities Corp)
Agreements and Further Actions. Enter into ------------------------------ such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration registration is an underwritten registration (ai) make such representations and warranties to the Holders holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (bii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and not objected to by the Holders holders of a majority of the Registrable Securities being sold), addressed to each Holder holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders holders selling such Registrable Securities and the underwriters, if any; (ciii) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Holders holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by accountants in connection with primary underwritten offerings; (div) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section Section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (ev) the Company shall deliver such documents and certificates as may be requested by the Holders holders of a majority of the Registrable Securities being sold and the managing underwriter or underwriters, if any, to evidence compliance with section 5.1.11 Section 5.1(k) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;.
Appears in 1 contract
Samples: Registration Rights Agreement (Macdougald Family Lp)
Agreements and Further Actions. Enter into such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration registration is an underwritten registration (ai) make such representations and warranties to the Holders holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (bii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and not objected to by the Holders holders of a majority of the Registrable Securities being sold), addressed to each Holder holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders holders selling such Registrable Securities and the underwriters, if any; (ciii) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Holders holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by accountants in connection with primary underwritten offerings; (div) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section Section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (ev) the Company shall deliver such documents and certificates as may be requested by the Holders holders of a majority of the Registrable Securities being sold and the managing underwriter or underwriters, if any, to evidence compliance with section 5.1.11 Section 5.1(k) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;.
Appears in 1 contract
Samples: Registration Rights Agreement (Macdougald Family Lp)
Agreements and Further Actions. Enter into such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration registration is an underwritten registration (ai) make such representations and warranties to the Holders holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (bii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and not reasonably objected to by the Holders holders of a majority of the Registrable Securities being sold), addressed to each Holder holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders holders selling such Registrable Securities and the underwriters, if any; (ciii) obtain "“cold comfort" ” letters and updates thereof from the Company's ’s independent certified public accountants addressed to the Holders holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "“cold comfort" ” letters by accountants in connection with primary underwritten offerings; (div) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section Section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (ev) the Company shall deliver such documents and certificates as may be reasonably requested by the Holders holders of a majority of the Registrable Securities being sold and the managing underwriter or underwriters, if any, to evidence compliance with section 5.1.11 Section 4.1(k) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;.
Appears in 1 contract
Agreements and Further Actions. Enter into such customary ------------------------------ agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration registration is an underwritten registration registration, (ai) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings and covering matters including, without limitation, those set forth in an underwriting agreement; (bii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and not reasonably objected to by the Holders of a majority of the Registrable Securities being sold), addressed to each Holder selling Registrable Securities and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by a majority of the Holders selling such Registrable Securities and the underwriters, if any; (ciii) obtain "“cold comfort" ” letters and updates thereof from the Company's ’s independent certified public accountants addressed to the Holders of such Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "“cold comfort" ” letters by accountants in connection with primary underwritten offerings; (div) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of section Section 7 hereof with respect to all parties to be indemnified pursuant to such section; and (ev) the Company shall deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriter or underwriters, if any, to evidence compliance with section 5.1.11 Section 5.1(k) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;.
Appears in 1 contract
Samples: Registration Rights Agreement (Techteam Global Inc)