Common use of Certain Limitations on Registration Rights Clause in Contracts

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 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. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 Company.

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 such underwriting arrangements which are entered into in connection with such 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 accuracy of the disclosure included in the Registration Statement related to such HolderShareholder , (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 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 ‎7. 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 Holders. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 CompanyShareholders.

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 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 Partnership 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; provided, further, that in no event shall any Holder be required to sign any agreement requested by an underwriter obligating such Holder not to effect any public sale or distribution of Common Units (i) for a period longer than ninety (90) days from the closing of an underwritten public offering or (ii) for more than one period of ninety (90) or fewer days from the closing of an underwritten public offering in any twelve-month period. 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 Partnership 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. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 Company.

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 such underwriting arrangements which are entered into in connection with such 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 accuracy of the disclosure included in the Registration Statement related to such HolderShareholder , (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; (b) no such Shareholder will be required to undertake any indemnification or contribution obligations to the Company or any underwriters except to the extent provided in Section ‎7; and (iiic) the Company shall provide Arch and its counsel copies of each such matters pertaining Registration Statement, and each prospectus or amendment or supplement thereto, a reasonable period time before the proposed filing thereof and such documents shall be subject to compliance review and comment by Arch and its counsel and approval by Arch with securities laws as may respect to any reference to Arch and any information included therein about Arch, which approval shall not be unreasonably withheld with respect to any such reference or information that the Company determines is reasonably requestednecessary to be included in such Registration Statement, prospectus, amendment or supplement. 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 Holders. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 CompanyShareholders.

Certain Limitations on Registration Rights. No Holder In the case of any registration under Section 2.1 pursuant to an underwritten offering, or in the case of a registration under Section 2.2 if the Company has determined to enter into an underwriting agreement in connection therewith, all Registrable Securities to be included in such registration shall be subject to an underwriting agreement and no person may participate in any Registration Statement hereunder such registration 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 person agrees to sell such Holderperson’s Registrable Securities securities on the basis provided therein and completes and/or executes all questionnaires and other documents (other than powers of attorney). Which must be executed in connection therewith, provided that (i) any underwriting agreement approved Institutional Investor (other than Xxxxxx X. Xxxxx, Xx. if he is then employed by the Holder Company or Holders entitled hereunder to approve any subsidiary thereof) participating in such arrangements; provided, however, that no such Holder shall registration will not be required to make any representations or warranties except those which relate solely to such Institutional Investor, its ownership of and clear title to its Registrable Securities, and its intended method of distribution and (ii) the liability of each such Institutional Investor to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or omissions regarding such Institutional Investor, its ownership of and clear title to its Registrable Securities, and its intended method of distribution and will be limited to an amount equal to the net proceeds such Institutional Investor derives from such registration; provided, however, that in the case of a registration pursuant to Section 2.2, the Company or will be required to use only its best efforts to cause the underwriters in connection with any such registration other than to accept the foregoing limitation on 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 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 made by, and the other agreements limitation on the part of the Company to and for the benefit of liability of, Institutional Investors participating in 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 registration. If the underwriters of any registration pursuant to Section 2.2 do not accept the foregoing limitations, then the Institutional Investors shall, in lieu of participating in the registration pursuant to Section 2.2, be afforded one additional registration under Section 2.1, which registration will be effected in accordance with the underwriting agreement be conditions precedent to the obligations provisions of the HoldersSection 2.1. The Company may, at its option, require shall take all reasonable steps to ensure that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, sold in any underwritten public offering shall also be made to and for the benefit of the Company 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 Companywidely disseminated.

Certain Limitations on Registration Rights. No Holder The Company, in its sole discretion, shall select the underwriter or underwriters, including the managing or lead underwriter or underwriters, who are to undertake any offering of securities with respect to which Holders have registration rights pursuant to Section 6(c) hereof and shall have the right to approve (such approval not to be unreasonably withheld) the underwriter or underwriters, including the managing or lead underwriter or underwriters, who are to undertake any offering of securities with respect to which the Holders have registration rights pursuant to Section 6(b) hereof. In the case of a registration under Section 6(b), if the Holders of a majority of the Registrable Securities to be included therein have determined to enter into an underwriting agreement in connection therewith, or, in the case of a registration under Section 6(c), if the Board of Directors of the Company or holders of securities initially requesting or demanding such registration have determined to enter into an underwriting agreement in connection therewith, all Registrable Securities to be included in any such registration shall be subject to such underwriting agreement (providing it is customary and reasonable) and no person may participate in any Registration Statement hereunder such registration 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 person agrees to sell such Holder’s person's Registrable Securities on the basis provided in the underwriting arrangements approved by such Holders, the Board of Directors of the Company or such holders, as the case may be, and completes and/or executes all customary questionnaires, indemnities, underwriting agreements and other reasonable documents that must be executed under the terms of such underwriting arrangements; PROVIDED, HOWEVER, that, if pursuant to their rights set forth in this Section 6, NMB or Skopbank participate in any underwritten Public Offering hereunder, upon the request of NMB and/or Skopbank, as the case may be, in order to permit it or them to participate in such underwritten Public Offering notwithstanding any legal or regulatory prohibition on its or their exercise of Warrants and/or ownership of Shares, the underwriting agreement approved shall provide that, unless prohibited by applicable law or regulation, the Holder underwriter or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder underwriters shall be required to make any representations purchase from NMB or warranties to Skopbank, as applicable, at the Company or closing of such Public Offering, Warrants representing 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 securities laws as may be reasonably requested. Such Holders number of Registrable Securities to be sold by such underwriters mayNMB and/or Skopbank, at their optionas the case may be, require that any or all of for a purchase price equal to the representations and warranties by, and the other agreements on the part of the Company to and for the benefit public offering price per share 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 Registrable Securities minus (A) the underwriters under the underwriting agreement be conditions precedent discount or commission applicable to the obligations of the Holders. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of such Registrable Securities and for (B) the benefit exercise price of such underwriters, shall also be made to and for the benefit of the Company 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 CompanyWarrants.

Certain Limitations on Registration Rights. No Holder The Company, in its sole discretion, shall select the underwriter or underwriters, including the managing or lead underwriter or underwriters, who are to undertake any offering of securities with respect to which Holders have registration rights pursuant to Section 6(c) hereof and shall have the right to approve (such approval not to be unreasonably withheld) the underwriter or underwriters, including the managing or lead underwriter or underwriters, who are to undertake any offering of securities with respect to which the Holders have registration rights pursuant to Section 6(b) hereof. In the case of a registration under Section 6(b), if the Holders of a majority of the Registrable Securities to be included therein have determined to enter into an underwriting agreement in connection therewith, or, in the case of a registration under Section 6(c), if the Board of Directors of the Company or holders of securities initially requesting or demanding such registration have determined to enter into an underwriting agreement in connection therewith, all Registrable Securities to be included in any such registration shall be subject to such underwriting agreement (providing it is customary and reasonable) and no person may participate in any Registration Statement hereunder such registration 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 person agrees to sell such Holder’s person's Registrable Securities on the basis provided in any the underwriting agreement arrangements approved by such Holders, the Holder Board of Directors of the Company or Holders entitled hereunder to approve such holders, as the case may be, and completes and/or executes all customary questionnaires, indemnities, underwriting agreements and other reasonable documents that must be executed under the terms of such underwriting arrangements; provided, howeverhowever that, that no if pursuant to their rights set forth in this Section 6, NMB or Skopbank participate in any underwritten Public Offering hereunder, upon the request of NMB and/or Skopbank, as the case may be, in order to permit it or them to participate in such Holder underwritten Public Offering notwithstanding any legal or regulatory prohibition on its or their exercise of Warrants and/or ownership of Shares, the underwriting agreement shall provide that, unless prohibited by applicable law or regulation, the underwriter or underwriters shall be required to make any representations purchase from NMB or warranties to Skopbank, as applicable, at the Company or closing of such Public Offering, Warrants representing 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 securities laws as may be reasonably requested. Such Holders number of Registrable Securities to be sold by such underwriters mayNMB and/or Skopbank, at their optionas the case may be, require that any or all of for a purchase price equal to the representations and warranties by, and the other agreements on the part of the Company to and for the benefit public offering price per share 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 Registrable Securities minus (A) the underwriters under the underwriting agreement be conditions precedent discount or commission applicable to the obligations of the Holders. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of such Registrable Securities and for (B) the benefit exercise price of such underwriters, shall also be made to and for the benefit of the Company 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 CompanyWarrants.

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 such the underwriting arrangements made in connection with such Registration Statement and agrees to sell such HolderXxxxxx’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 Corporation 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 securities laws or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto, except as may be reasonably requestedotherwise provided in Section 1.8. Such Holders of 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 Corporation 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. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 Company.

Certain Limitations on Registration Rights. No Holder If, at any time prior to the effectiveness of any registration statement filed pursuant to this Agreement, if the Company determines to file a registration statement with the SEC for the public sale of its securities and the managing underwriter of such offering offers to purchase the Registrable Securities for its own account at the same price including underwriting discounts and applicable expenses as paid to the Company, the Purchaser shall either (i) elect to include its Registrable Securities being registered pursuant to this Agreement in the registration statement covering the sale of the Company’s securities, or (ii) immediately cease its public sales for a period of 90 days following the effective date of the registration statement covering the sale by the Company. Additionally, no Purchaser may participate in any Registration Statement hereunder the registration statement relating to the sale by the Company of its Common Stock as provided above unless such Holder Purchaser enters into an underwriting agreement with the managing underwriter and completes and and/or executes all questionnaires, powers of attorney, indemnities, underwriting agreements, indemnities and other reasonable 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 requested by the Holder or Holders entitled hereunder to approve such arrangements; provided, however, that no such Holder managing underwriter. A Purchaser shall be required deemed 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 have agreed by acquisition of its Registrable Securities not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use its best efforts not to effect any such public sale or distribution of any other equity security of the Company (including any short sale) or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 90 days after the effective date of such registration statement. In such event, the Purchaser shall, if requested, sign a customary market stand-off letter with the Company’s managing underwriter, and to comply with applicable rules and regulations of the SEC. Notwithstanding any other provision of this Agreement to the contrary, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be sold or transferredregistered on a particular registration statement, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested. Such Holders then the number of Registrable Securities to be sold by registered on such underwriters may, at registration statement will be reduced pro rata among the participating Purchasers based on their option, require that any respective Registable Securities as necessary to comply with such SEC Guidance 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. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Holders of Registrable Securities and for the benefit of such underwriters, shall also be made to and for the benefit of the Company 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 Companyrequirement.