Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 6 contracts
Samples: Backstop Registration Rights Agreement (Third Point LLC), Backstop Registration Rights Agreement (Green Brick Partners, Inc.), Registration Rights Agreement (Greenlight Capital LLC)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder involving an underwritten public offering unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of the underwriting arrangements made in connection with such underwriting arrangements, Registration Statement and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Heat Biologics, Inc.), Registration Rights Agreement (United Fuel & Energy Corp), Registration Rights Agreement (Satelites Mexicanos Sa De Cv)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 4 contracts
Samples: Investor's Rights Agreement (Immediatek Inc), Securities Purchase Agreement (Immediatek Inc), Investor's Rights Agreement (Radical Holdings Lp)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, and agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s 's ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s 's power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s Registrable Securities on the basis provided in any such underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangementsagreement; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders; provided, however, that this requirement shall not apply to piggyback registrations as set forth in Section 1.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Magnachip Semiconductor LLC), Registration Rights Agreement (Magnachip Semiconductor LLC)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Refocus Group Inc), Investors’ Rights Agreement (Refocus Group Inc)
Certain Limitations on Registration Rights. No Holder Shareholder may participate in any the Registration Statement hereunder unless such Holder Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s Shareholder's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder Shareholder or Holders Shareholders entitled hereunder to approve such arrangements; provided, however, that no such Holder Shareholder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s Shareholder's ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s Shareholder's power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders Shareholders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders Shareholders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersShareholders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crimson Exploration Inc.), Omnibus and Release Agreement (Gulfwest Energy Inc)
Certain Limitations on Registration Rights. No Holder may participate in any the Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s 's ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s 's power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 2 contracts
Samples: Rights Agreement (Exploration Co of Delaware Inc), Shareholders Rights Agreement (Gulfwest Energy Inc)
Certain Limitations on Registration Rights. No Holder Shareholder may participate in any Registration Statement hereunder unless such Holder Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of underwriting arrangements which are entered into in connection with such underwriting arrangements, Registration Statement and agrees to sell such HolderShareholder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder Shareholder or Holders Shareholders entitled hereunder to approve such arrangements; provided, however, that (a) no such Holder shall Shareholder will be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) the disclosure included at the written request of such HolderShareholder in the Registration Statement related to such Shareholder, (ii) such Shareholder’s ownership of its Registrable Securities to be sold or transferredin the offering, and (iiiii) such HolderShareholder’s power and authority to effect such transfer sale; and (iiib) no such matters pertaining Shareholder will be required to compliance with applicable securities laws as may be reasonably requestedundertake any indemnification or contribution obligations to the Company or any underwriters except to the extent provided in Section 9. Such Holders of Registrable Securities to be sold by such underwriters The Founders that are selling in an offering may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall will also be made to and for the benefit of such Holders Founders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersFounders.
Appears in 1 contract
Samples: Registration Rights Agreement (Fidelis Insurance Holdings LTD)
Certain Limitations on Registration Rights. No Holder may participate in any an underwritten public offering under a Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws (including, without limitation, any “clean hands” or similar representation) as may be reasonably requested. Such Holders ; provided, further, that in no event shall any Holder be required to sign any agreement or agreements requested by an underwriter obligating such Holder not to effect dispositions of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersCommon Shares except as provided in this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Liminal BioSciences Inc.)
Certain Limitations on Registration Rights. No The Holder may not participate in any Registration Statement hereunder unless such the Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such the Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such the Holder shall not be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such the Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such the Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders The Holder of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders the Holder and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersHolder.
Appears in 1 contract
Samples: Registration Rights Agreement (NationsHealth, Inc.)
Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s 's ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s 's power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the Holders.
Appears in 1 contract
Samples: Investors' Rights Agreement (Franks Nursery & Crafts Inc)
Certain Limitations on Registration Rights. No Holder Shareholder may participate in any Registration Statement hereunder unless such Holder Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of underwriting arrangements which are entered into in connection with such underwriting arrangements, Registration Statement and agrees to sell such HolderShareholder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder Shareholder or Holders Shareholders entitled hereunder to approve such arrangements; provided, however, that no such Holder shall Shareholder will be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such HolderShareholder’s ownership of its Registrable Securities to be sold or transferred, (ii) such HolderShareholder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders Shareholders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall will also be made to and for the benefit of such Holders Shareholders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersShareholders.
Appears in 1 contract
Samples: Shareholder Agreement (Greenlight Capital Re, Ltd.)
Certain Limitations on Registration Rights. No Holder Shareholder may participate in any Registration Statement hereunder involving an underwritten public offering unless such Holder Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of the underwriting arrangements made in connection with such underwriting arrangements, Registration Statement and agrees to sell such HolderShareholder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders Shareholder(s) entitled hereunder to approve such arrangements; provided, however, that no such Holder Shareholder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such HolderShareholder’s ownership of its Registrable Securities to be sold or transferred, (ii) such HolderShareholder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders of Shareholder holding Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders Shareholders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersShareholders.
Appears in 1 contract
Samples: Registration Rights Agreement (Mazor Robotics Ltd.)
Certain Limitations on Registration Rights. No Holder Shareholder may participate in any the Registration Statement hereunder unless such Holder Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, arrangements and agrees to sell such Holder’s Shareholder's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder Shareholder or Holders Shareholders entitled hereunder to approve such arrangements; providedPROVIDED, howeverHOWEVER, that no such Holder Shareholder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s Shareholder's ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s Shareholder's power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may be reasonably requested. Such Holders Shareholders of Registrable Securities to be sold by such underwriters may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders Shareholders and that any or all of the conditions precedent to the obligations of the underwriters under the underwriting agreement be conditions precedent to the obligations of the HoldersShareholders.
Appears in 1 contract
Samples: Omnibus and Release Agreement (Gulfwest Energy Inc)