Common use of Cooperation by Holders Clause in Contracts

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 20 contracts

Samples: Registration Rights Agreement (Vital Energy, Inc.), Purchase and Sale Agreement (Vital Energy, Inc.), Purchase and Sale Agreement (Vital Energy, Inc.)

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Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 10 contracts

Samples: Registration Rights Agreement (Southwestern Energy Co), Registration Rights Agreement (Southwestern Energy Co), Registration Rights Agreement (EQT Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) or Section 2.03(b) if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (Equitrans Midstream Corp), Registration Rights Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (Equitrans Midstream Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.2(a) who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (EnLink Midstream, LLC), Registration Rights Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream, LLC)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Diversified Energy Co PLC), Registration Rights Agreement (Flotek Industries Inc/Cn/), Securities Purchase Agreement (ProFrac Holding Corp.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 6 contracts

Samples: Registration Rights Agreement (Swift Energy Co), Share Purchase Agreement (Swift Energy Co), Registration Rights Agreement (Strategic Value Partners, LLC)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 6 contracts

Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 5 contracts

Samples: Registration Rights Agreement (Archrock, Inc.), Series a Preferred Stock Purchase Agreement (Targa Resources Corp.), Purchase Agreement (Targa Resources Corp.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement Registration Statement, Prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 5 contracts

Samples: Business Contribution Agreement (Summit Midstream Corp), Investor and Registration Rights Agreement (Summit Midstream Corp), Investor and Registration Rights Agreement (Penn Virginia Corp)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.), Securities Purchase Agreement (Lonestar Resources US Inc.)

Cooperation by Holders. The Company shall have no obligation to include in the Shelf Registration Statement or any other registration statement contemplated by this Agreement Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required to be furnished or confirmed in order for any the registration statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Tengasco Inc), Registration Rights Agreement (Riley Exploration - Permian, LLC), Registration Rights Agreement (Riley Exploration - Permian, LLC)

Cooperation by Holders. The Company shall have no obligation to include in any Registration Statement Registrable Securities of a Holder, in a Piggyback Registration Registrable Securities of a Selling Holder, or in a Demand Offering Registrable Securities of an Accepting Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplementprospectus, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights and Lock Up Agreement (ProPetro Holding Corp.), Purchase and Sale Agreement (ProPetro Holding Corp.), Registration Rights Agreement (ProPetro Holding Corp.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Talos Energy Inc.), Registration Rights Agreement (SAILFISH ENERGY HOLDINGS Corp), Registration Rights Agreement (Niska Gas Storage Partners LLC)

Cooperation by Holders. The Company Corporation shall have no obligation to include Registrable Securities of a Holder in any Registration Statement a registration statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) who has failed to timely furnish after receipt of a written request from the Corporation such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Corporation determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) or Section 2.03(a) who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Callon Petroleum Co), Exchange Agreement (Callon Petroleum Co), Registration Rights Agreement (Callon Petroleum Co)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determineswhich, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Calumet, Inc. /DE), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)

Cooperation by Holders. The Company shall have no obligation to include in any registration statement contemplated by this Agreement Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required to be furnished or confirmed in order for any the registration statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Seacor Holdings Inc /New/), Registration Rights Agreement (California Resources Corp), Registration Rights Agreement

Cooperation by Holders. The Company Corporation shall have no obligation to include Registrable Securities of a Holder in any the Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Corporation reasonably determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Array Technologies, Inc.), Registration Rights Agreement (Array Technologies, Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or Statement, an Underwritten Offering if such Holder pursuant to Section 2.03(a), a Block Trade or an Other Coordinated Offering who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Callon Petroleum Co), Membership Interest Purchase Agreement (Callon Petroleum Co)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Notes Registration Rights Agreement (Abacus Life, Inc.), Equity Registration Rights Agreement (Abacus Life, Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities in the Registration Statement Common Units of a Holder Holder, or in any Registration Statement or an Underwritten Offering if such Holder pursuant to Section 2.02 Common Units of a Selling Holder, who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas, LP)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering pursuant to Section 2.02(a) if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights and Lock Up Agreement (Archrock, Inc.), Purchase and Sale Agreement (Archrock, Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including, without limitation, the completion and submission by such Holder of any Selling Holder questionnaire required by the Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (Onity Group Inc.), Registration Rights Agreement (Onity Group Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Great Ajax Corp.), Registration Rights Agreement (Great Ajax Corp.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02 who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding concerning such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including the information included in Annex A hereto.

Appears in 2 contracts

Samples: Registration Rights Agreement (Continental Resources, Inc), Registration Rights Agreement (Continental Resources Inc)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed fails to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Chesapeake Energy Corp), Registration Rights Agreement (Chesapeake Energy Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Registration Statement, Automatic Shelf Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 4.02(a) who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights, Lock Up and Buy Back Agreement (Magnum Hunter Resources Corp), Registration Rights, Lock Up and Buy Back Agreement (Penn Virginia Corp)

Cooperation by Holders. The Company Corporation shall have no obligation to include Registrable Securities of a Holder in any Registration Statement a registration statement or in an Underwritten Offering if such Holder pursuant to Section 2.01(a) who has failed to timely furnish after receipt of a written request from the Corporation such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Corporation determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement, Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder a registration statement who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the applicable provisions of the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (McDermott International Inc), Securities Purchase Agreement (McDermott International Inc)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Registration Statement or Underwritten Offering if such Holder pursuant to 2.1.1 who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any such registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Abengoa Yield PLC), Registration Rights Agreement (Abengoa, S.A.)

Cooperation by Holders. The Company Corporation shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) who has failed to timely furnish after receipt of a written request from the Corporation such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Corporation determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Interim Investors Agreement, Interim Investors Agreement (Sanchez Energy Corp)

Cooperation by Holders. The Company shall have no obligation to include in any Registration Statement contemplated by this Agreement Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required to be furnished or confirmed in order for any registration statement the Registration Statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (California Resources Corp), Registration Rights Agreement (California Resources Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant Section 2.03(a) who has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Blackstone Holdings III L.P.), Registration Rights Agreement (Blackstone Holdings III L.P.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.03(a) who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Titan Energy, LLC), Registration Rights Agreement (Atlas Energy Group, LLC)

Cooperation by Holders. The Company Corporation shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder a registration statement who has failed to timely furnish after receipt of a written request from the Corporation such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Corporation determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc), Preferred Stock Purchase Agreement (Carrizo Oil & Gas Inc)

Cooperation by Holders. The Company shall have no obligation to include in the Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (LSB Industries Inc), Securities Purchase Agreement (LSB Industries Inc)

Cooperation by Holders. The Company shall have no obligation to include in any Registration Statement Registrable Securities of a Holder, in a Piggyback Registration Registrable Securities of a Selling Holder or in any Registration Statement or Underwritten a Demand Offering if such an Accepting Holder who has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (ProPetro Holding Corp.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement units of a Holder, or in an Underwritten Offering pursuant to Section 2.03 Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder the Selling Holder, who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Petrosearch Energy Corp)

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Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act, including, without limitation, information regarding such Holder, the Registrable Securities held by such Holder and such Selling Holder’s intended method of disposition of such Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (ARKO Corp.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or a Base Shelf Prospectus or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities ActAct or Canadian Securities Laws, as applicable.

Appears in 1 contract

Samples: Series a Notes and Common Share Purchase Agreement (Akumin Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder holder in any the Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aradigm Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement a registration statement who (a) has not returned a fully completed Selling Stockholder Questionnaire in the form attached hereto as Exhibit A or Underwritten Offering if such Holder (b) has failed to timely furnish after receipt of a written request from the Company such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the applicable provisions of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (McDermott International Inc)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Tidewater Inc)

Cooperation by Holders. The Notwithstanding anything to the contrary, the Company shall have no obligation to include Registrable Securities of a Holder in any the Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Teekay Corp)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement Statement, in the Prospectus Supplement or in an Underwritten Offering under Article 2 of this Agreement if such Selling Holder has failed to timely furnish such information as which, upon the Company may, from time advice of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Expro Group Holdings N.V.)

Cooperation by Holders. The Company shall have no obligation to include in the Registration Statement Registrable Securities of a Holder Holder, or in any Registration Statement or an Underwritten Offering if such Holder pursuant to Section 2.02 Registrable Securities of a Selling Holder, who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required to be furnished or confirmed in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Note Purchase Agreement (Resource America Inc)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement or in an Underwritten Offering under Article 2 of this Agreement if such Selling Holder has failed to timely furnish such information as which, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Compass, Inc.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Talos Energy Inc.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement the Registration Statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Viper Energy, Inc.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as after receipt of a written request from the Company maythat, from time in the opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Lonestar Resources US Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Shelf Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information as that, upon the Company may, from time advice of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any such registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Atlas Energy Group, LLC)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities ActAct and that the Company has timely requested in writing from such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Vertiv Holdings Co)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any the Shelf Registration Statement or Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (ProFrac Holding Corp.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the which Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Bounty Minerals, Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities Shares of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder who has failed to timely furnish after receipt of a written request from the Company with a reasonable opportunity to respond to such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act, and any such Holder shall not be entitled to Liquidated Damages in connection with the applicable Registration Statement or other registration statement contemplated by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Guild Holdings Co)

Cooperation by Holders. The Company shall have no obligation to include in any registration statement contemplated by this Agreement any Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determinesCompany, after consultation with its based on the advice of counsel, determines is reasonably required to be furnished or confirmed in order for any the registration statement or prospectus supplementsupplement thereto, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Lyell Immunopharma, Inc.)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed fails to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (HighPeak Energy, Inc.)

Cooperation by Holders. The Company shall have no ------------------------ obligation to include in a Registration Statement units of a Holder, or in an Underwritten Offering pursuant to Section 2.05 Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder the ------------ Selling Holder, who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Petrosearch Energy Corp)

Cooperation by Holders. The Company Holdings shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company Holdings determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement the Registrable Securities of a selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Technology Research Corp)

Cooperation by Holders. The Company shall have no obligation to include in a Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as that, in the Company may, from time opinion of counsel to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counselCompany, is reasonably required in order for any registration statement the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Niska Gas Storage Partners LLC)

Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any a Registration Statement or in an Underwritten Offering if such Holder pursuant to Section 2.02(a) who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Callon Petroleum Co)

Cooperation by Holders. The Company shall have no obligation to include in the Registration Statement Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder who has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding such Holder and the distribution of such Registrable Securities that the Company determines, after consultation with its counsel, is reasonably required in order for any the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Nisource Inc/De)

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