General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 30 contracts
Samples: Registration Rights Agreement (Enviva Partners, LP), Common Unit Purchase Agreement (Enviva Partners, LP), Common Unit Purchase Agreement
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing UnderwriterUnderwriter(s); provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 10 contracts
Samples: Contribution Agreement, Registration Rights Agreement (Dominion Midstream Partners, LP), Registration Rights Agreement (Enviva Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreementcontemplated by Section 2.03(a) or Section 2.03(b), the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in underwriting agreement into which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in underwriting agreements for firm commitment offerings Underwritten Offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on securities by the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligationsCompany. No Selling Holder shall be required to make any representations or warranties to to, or agreements with with, the Partnership Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder, its ’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to the time of pricing of such Underwritten Offering to be effective; provided, further, that in the event the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Company that the total amount of Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the shares of Common Stock or Series A Preferred Shares, and including the amount of Registrable Securities requested to be included in such Underwritten Offering by the Holder that initiated such Underwritten Offering pursuant to Section 2.03(a) or Section 2.03(b) (the “Initiating Holder”) is reduced by 50% or more, the Initiating Holder will have the right to withdraw from such Underwritten Offering by delivering notice to the Company at least one (1) Business Day prior to the time of pricing of such Underwritten Offering, in which case the Company will have no obligation to proceed with such Underwritten Offering and such Underwritten Offering, whether or not completed, will not decrease the number of Underwritten Offerings the Initiating Holder shall have the right and option to request under this Section 2.03. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 8 contracts
Samples: Registration Rights Agreement (Equitrans Midstream Corp), Registration Rights Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (Equitrans Midstream Corp)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 of this Agreement, Contango shall be entitled to select the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this Agreement, the Partnership Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Contango shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Contango to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Contango or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ’s ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Contango and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipContango’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by Contango of a written request from the Holders of at least $5.0 million dollars of Registrable Securities that are participating in any Underwritten Offering contemplated by this Agreement, Contango’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 8 contracts
Samples: Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co)
General Procedures. In connection with any Underwritten Offering pursuant to this Section 2.02, the Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreementagreement and furnish to the Partnership such information as the Partnership may reasonably request for inclusion in a Registration Statement or prospectus or any amendment or supplements thereto, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.02, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 7 contracts
Samples: Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Viper Energy Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Atlas shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Atlas shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Atlas to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Atlas or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Atlas and the Managing Underwriter; provided, however, that such withdrawal must be made at a time up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipAtlas’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 6 contracts
Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.), Registration Rights Agreement (Atlas Pipeline Partners Lp), Class D Preferred Unit Purchase Agreement (Atlas Pipeline Partners Lp)
General Procedures. In connection with any an Underwritten Offering under this Agreement (other than pursuant to Section 3.02 of this Agreement), the Partnership Crestwood shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters in its sole discretion. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Crestwood shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Crestwood to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Crestwood or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Crestwood and the Managing Underwriter; provided, however, that any such withdrawal must be made up to as soon as practicable and including in any event no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCrestwood’s obligation to pay Registration Expenses. The Partnership’s management may but ; provided, however, if (i) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch of such Underwritten Offering, and (ii) all Selling Holders withdraw from such Underwritten Offering prior to pricing, then the withdrawing Selling Holders shall not be required to participate in a roadshow or similar marketing effort in connection with any pay for all reasonable Registration Expenses incurred by Crestwood during the period from the launch of such Underwritten Offering until the time that all Selling Holders withdraw from such Underwritten Offering.
Appears in 6 contracts
Samples: Contribution Agreement (Crestwood Equity Partners LP), Registration Rights Agreement (Crestwood Equity Partners LP), Merger Agreement (Oasis Midstream Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by LawLaw or customary for such an Underwritten Offering. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 6 contracts
Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (Teekay LNG Partners L.P.), Registration Rights Agreement (Teekay Offshore Partners L.P.)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 of this Agreement, Crosstex shall be entitled to select the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this Agreement, the Partnership Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.2 or Section 2.3 hereof, each Selling Holder and the Partnership Crosstex shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Crosstex to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Crosstex or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Crosstex and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time of pricing of such Underwritten OfferingOffering hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipCrosstex’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 5 contracts
Samples: Registration Rights Agreement (Crosstex Energy Lp), Registration Rights Agreement (Crosstex Energy Inc), Stock Purchase Agreement (Crosstex Energy Inc)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Atlas Energy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Atlas Energy shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Atlas Energy to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Atlas Energy or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Atlas Energy and the Managing Underwriter; provided, however, that such withdrawal must be made at a time up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipAtlas Energy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 5 contracts
Samples: Registration Rights Agreement (Atlas Energy Resources, LLC), Registration Rights Agreement (Atlas Resources Public #18-2008 (A) L.P.), Class D Unit and Common Unit Purchase Agreement (Atlas Energy Resources, LLC)
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of a Registration Rights Group pursuant to Section 2.03 hereof, such Registration Rights Group, with the Partnership consent of AHGP, shall be entitled to select the Managing Underwriter or Underwriters. The consent of AHGP to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, AHGP shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Sections 2.03 or 2.04 hereof, each Selling Holder Initial Investor and the Partnership AHGP shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Initial Investor may participate in such Underwritten Offering unless such Selling Holder Initial Investor agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Initial Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership AHGP to and for the benefit of such underwriters also be made to and for such Selling HolderInitial Investor’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Initial Investor disapproves of the terms of an underwriting, such Selling Holder Initial Investor may elect to withdraw therefrom by notice to the Partnership AHGP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipAHGP’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 5 contracts
Samples: Registration Rights Agreement (Alliance Holdings GP, L.P.), Contribution Agreement (Alliance Holdings GP, L.P.), Registration Rights Agreement (Alliance Holdings GP, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holder shall be entitled entitled, subject to the Company’s consent (which is not to be unreasonably withheld, conditioned or delayed), to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling the Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling The Holder may not participate in such Underwritten Offering unless such Selling the Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling The Holder may, at its option, require that (i) any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling the Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its the Holder’s obligations. No Selling Holder shall , and (ii) the Company deliver such documents and certificates as may be required to make any representations or warranties to or agreements with reasonably requested by the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority counsel or the Managing Underwriter(s) to enter into evidence the continued validity of the representations and warranties made by the Company pursuant to this Section 2.2(c) and to evidence compliance with any customary conditions contained in such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawagreement. If any Selling the Holder disapproves of the terms of an underwriting, such Selling the Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership Company and the Managing UnderwriterUnderwriter(s); provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 4 contracts
Samples: Registration Rights Agreement (Biovie Inc.), Registration Rights Agreement (Acuitas Group Holdings, LLC), Registration Rights Agreement (Biovie Inc.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Eagle Rock shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Eagle Rock shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Eagle Rock to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Eagle Rock or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Eagle Rock and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipEagle Rock’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 4 contracts
Samples: Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Registration Rights Agreement (Eagle Rock Energy Partners L P)
General Procedures. In connection with any Underwritten Primary Offering or Secondary Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or Underwriters. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 4 contracts
Samples: Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 4 contracts
Samples: Registration Rights Agreement (Global Partners Lp), Registration Rights Agreement (DCP Midstream Partners, LP), Common Unit Purchase Agreement (DCP Midstream Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, Selling Holders holding a majority of the Partnership Registrable Securities in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwritersother underwriters, subject to the approval of the Partnership, which approval shall not be unreasonably withheld. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 4 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Unit Purchase Agreement (Boardwalk Pipeline Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering underwriting agreement contemplated by this Agreement in which a Selling Holder participatesSection 2.3(a), each Selling Holder and the Partnership Company shall be obligated to enter into an such underwriting agreement that contains such representations, covenants, indemnities (subject to Section 2.8) and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.3, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The PartnershipCompany’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten OfferingOffering contemplated by this Section 2.3.
Appears in 4 contracts
Samples: Registration Rights Agreement (EnLink Midstream, LLC), Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement (EnLink Midstream Partners, LP)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 or Section 2.13 of this Agreement, USWS shall be entitled to select the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this Agreement, the Partnership Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership USWS shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership USWS to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership USWS or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ’s ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership USWS and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipUSWS’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by USWS of a written request from the Holders of at least $10.0 million dollars of Registrable Securities that are participating in any Underwritten Offering contemplated by this Agreement, USWS’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (U.S. Well Services, Inc.), Registration Rights Agreement (U.S. Well Services, Inc.), Registration Rights Agreement (Crestview Partners III GP, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Contribution Agreement, Registration Rights Agreement (USA Compression Partners, LP), Contribution Agreement (USA Compression Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.1 or Section 2.3 hereof, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingunderwriting agreement, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten OfferingUnderwriter(s). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.), Registration Rights Agreement (Atlas Resource Partners, L.P.), Registration Rights Agreement (Atlas Pipeline Partners Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership HEP shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership HEP shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership HEP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership HEP or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership HEP and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The PartnershipHEP’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made at a time up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Securities Agreement (American Midstream Partners, LP), Registration Rights Agreement (American Midstream Partners, LP), Common Unit Purchase Agreement (American Midstream Partners, LP)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 of this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this Agreement, the Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities indemnities, and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ’s ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least two Business Days prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by the Company of a written request from the Holders of at least $10 million dollars of Registrable Securities that are participating in any Underwritten Offering contemplated by this Agreement, the Company’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten OfferingOffering to the extent it does not unreasonably interfere with the Company’s management’s operations of the business.
Appears in 3 contracts
Samples: Registration Rights Agreement (Flotek Industries Inc/Cn/), Securities Purchase Agreement (ProFrac Holding Corp.), Securities Purchase Agreement (Flotek Industries Inc/Cn/)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership BreitBurn shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership BreitBurn shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership BreitBurn to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership BreitBurn or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership BreitBurn and the Managing Underwriter; provided, however, that such withdrawal must may only be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipBreitBurn’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (BreitBurn Energy Partners L.P.), Registration Rights Agreement (BreitBurn Energy Partners L.P.), Registration Rights Agreement (BreitBurn Energy Partners L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Linn Energy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Linn Energy shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Linn Energy to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Linn Energy or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Linn Energy and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipLinn Energy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Linn Energy, LLC), Registration Rights Agreement (Linn Energy, LLC), Class D Unit and Unit Purchase Agreement (Linn Energy, LLC)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Constellation Energy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Constellation Energy shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Constellation Energy to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Constellation Energy or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Constellation Energy and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipConstellation Energy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Constellation Energy Partners LLC), Registration Rights Agreement (Constellation Energy Partners LLC), Registration Rights Agreement (Constellation Energy Partners LLC)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Sections 2.01 and 2.02 hereof, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must may be made up to and including the time of pricing of such the Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Eagle Rock Energy Partners, L.P.), Registration Rights Agreement (Eagle Rock Energy Partners, L.P.), Registration Rights Agreement (Eagle Rock Energy Partners, L.P.)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 of this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter, and (ii) under Section 2.3 of this Agreement, the Selling Holders shall be entitled to select the Managing Underwriter. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that with the Managing Underwriter which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided that neither the Company nor any Selling Holder shall be obligated to enter into a lock-up agreement for a period longer than 60 days from the date of such Underwritten Offering. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ’s ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw or by the Managing Underwriter. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The PartnershipCompany and the Company’s management may but shall not be required use reasonable best efforts to participate in a customary roadshow or similar marketing effort in connection with any Underwritten Offering.
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.)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.02 of this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters and (ii) under Section 2.03(a) of this Agreement, the Selling Holders (by a majority in interest of the Registrable Securities to be sold in such Underwritten Offering) shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of powers-of-attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Upon the receipt by the Partnership of a written request from the Holders of at least $50 million of Common Units that are participating in an Underwritten Offering, the Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any that Underwritten Offering; provided, that management: (i) is given at least 30 days notice prior to the commitment of any roadshow or similar marketing effort; (ii) agrees to the proposed commencement date of any roadshow or similar marketing effort; and (iii) is not required to participate in any roadshow or similar marketing effort for more than the time reasonably requested by the Managing Underwriter.
Appears in 3 contracts
Samples: Registration Rights Agreement (Blueknight Energy Partners, L.P.), Rights Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement (Blueknight Energy Partners, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreementcontemplated by Section 2.02 or Section 2.03(a), the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in underwriting agreement into which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in underwriting agreements for firm commitment offerings Underwritten Offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on securities by the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligationsPartnership. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder, its ’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective; provided, further, that in the event the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Common Unit Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Unit Registrable Securities offered or the market for the Common Units, and including the amount of Common Unit Registrable Securities requested to be included in such Underwritten Offering by the Holder that initiated such Underwritten Offering pursuant to Section 2.03(a) (the “Initiating Holder”) is reduced by 50% or more, the Initiating Holder will have the right to withdraw from such Underwritten Offering by delivering notice to the Partnership at least one Business Day prior to the time of pricing of such Underwritten Offering, in which case the Partnership will have no obligation to proceed with such Underwritten Offering and such Underwritten Offering, whether or not completed, will not decrease the number of Underwritten Offerings the Initiating Holder shall have the right and option to request under this Section 2.03. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Dominion Midstream Partners, LP), Purchase Agreement (Dominion Midstream Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwritersunderwriters. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rhino Resource Partners LP), Registration Rights Agreement (Rhino Resource Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Energy Transfer Equity, L.P.), Registration Rights Agreement (Energy Transfer Equity, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Class B Unit Purchase Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)
General Procedures. In connection with any Underwritten Offering under Section 2.2 of this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.2 hereof, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (ProPetro Holding Corp.), Registration Rights Agreement (ProPetro Holding Corp.)
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of a Registration Rights Group pursuant to Section 14.3 hereof, such Registration Rights Group, with the Partnership consent of the Company, shall be entitled to select the Managing Underwriter or Underwriters. The consent of the Company to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, the Company shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Section 14.3 hereof, each Selling Holder Existing Investor and the Partnership Company shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Existing Investor may participate in such Underwritten Offering unless such Selling Holder Existing Investor agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Existing Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s Existing Investor's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Existing Investor disapproves of the terms of an underwriting, such Selling Holder Existing Investor may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s Company's obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Regency shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or Section 2.03 hereof, each Selling Holder and the Partnership shall be obligated Regency agree to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Regency or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Regency and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the penultimate sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipRegency’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Regency Energy Partners LP), Class C Unit Purchase Agreement (Regency Energy Partners LP)
General Procedures. In Subject to Section 2.04(b), in connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The PartnershipCompany’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (LSB Industries Inc), Securities Purchase Agreement (LSB Industries Inc)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Concho shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Concho shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Concho to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Concho or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Concho and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipConcho’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Concho Resources Inc), Registration Rights Agreement (Concho Resources Inc)
General Procedures. In connection with any Underwritten Offering under this AgreementAgreement (except for Underwritten Offerings pursuant to Section 2.03(a)), the Partnership MarkWest shall be entitled to select the Managing Underwriter or Underwriters, each of which must be a nationally-recognized firm. In the case of an Underwritten Offering pursuant to Section 2.03(a) hereof, the Selling Holders in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, each of which must be a nationally recognized firm. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or 2.02 hereof, each Selling Holder and the Partnership MarkWest shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership MarkWest to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership MarkWest or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership MarkWest and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the final sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipMarkWest’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Markwest Energy Partners L P), Registration Rights Agreement (Markwest Hydrocarbon Inc)
General Procedures. In connection with any Underwritten Offering under this Agreement or the Allied Registration Rights Agreement, the Partnership CEI shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters with the consent of the Person or Persons holding a majority of the shares of Common Stock of all Holders, which such consent shall not be unreasonably withheld, and if Allied is also registering shares of Common Stock in such Underwritten Offering, with the consent of Allied, which shall not be unreasonably withheld. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership CEI shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership CEI to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership CEI or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership CEI and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (CAMAC Energy Inc.), Share Purchase Agreement (CAMAC Energy Inc.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Inergy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or 2.02 hereof, each Selling Holder and the Partnership Inergy shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Inergy to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Inergy or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Inergy and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the final sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipInergy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Inergy Holdings, L.P.), Registration Rights Agreement (Inergy L P)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Demand Securities to be registered in an Underwritten Offering shall select the investment banking firm or firms to manage the Underwritten Offering; provided, that such selection shall be entitled subject to select the Managing Underwriter consent of the Partnership, which such consent shall not be unreasonably withheld or Underwritersdelayed. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Selling Holders, and the liability of each such Selling Holder shall be in proportion thereto, and provided, further, however, that such liability shall be limited to the net amount received by such Selling Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (PetroLogistics LP), Registration Rights Agreement (PetroLogistics LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Arc Logistics Partners LP), Unit Purchase Agreement (Arc Logistics Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesOffering, each Selling Holder and the Partnership Corporation shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and to furnish to the Corporation such information as the Corporation or its representatives may reasonably request in writing for inclusion in the Piggyback Registration or Shelf Registration Statement or prospectus or any amendment or supplement thereto, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Corporation to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its ’s authority to enter into such underwriting agreement and to sell, and its ownership of, sell the securities being registered on its behalf, its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.06, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Corporation and the Managing Underwriter; provided, however, that Underwriter and such withdrawal must may be made up to and including the time of pricing of such the Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCorporation’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (PBF Energy Inc.), Registration Rights Agreement (PBF Energy Inc.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Copano shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or Section 2.03 hereof, each Selling Holder and the Partnership Copano shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Copano to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Copano or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Copano and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the penultimate sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipCopano’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Copano Energy, L.L.C.), Registration Rights Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement or the PIC Registration Rights Agreement, the Partnership CEI shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters with the consent of the Person or Persons holding a majority of the shares of Common Stock of all Holders, which such consent shall not be unreasonably withheld, and if PIC is also registering shares of Common Stock in such Underwritten Offering, with the consent of PIC, which shall not be unreasonably withheld. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership CEI shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership CEI to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership CEI or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership CEI and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (CAMAC Energy Inc.), Transfer Agreement (CAMAC Energy Inc.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities to be sold in an Underwritten Offering shall select the investment banking firm or firms to manage the Underwritten Offering; provided that such selection shall be entitled subject to select the Managing Underwriter consent of the Partnership, which consent shall not be unreasonably withheld or Underwritersdelayed. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided, however, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Selling Holders, and the liability of each such Selling Holder shall be in proportion thereto, and provided, further, however, that such liability shall be limited to the net amount received by such Selling Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lehigh Gas Partners LP), Registration Rights Agreement (Lehigh Gas Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership PAA shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 hereof, each Selling Holder and the Partnership PAA shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership PAA to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership PAA or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership PAA and the Managing Underwriter; provided, however, that such withdrawal must be made during the time period up to and including the time of pricing of such Underwritten Offeringoffering to be effective. No such withdrawal or abandonment shall affect the PartnershipPAA’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Plains All American Pipeline Lp), Registration Rights Agreement (Plains All American Pipeline Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or Underwriters. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hi-Crush Partners LP), Registration Rights Agreement (Hi-Crush Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership BBEP shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership BBEP shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership BBEP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership BBEP or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership BBEP and the Managing Underwriter; provided, however, that such withdrawal must may only be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipBBEP’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Quicksilver Resources Inc), Registration Rights Agreement (BreitBurn Energy Partners L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Inergy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.1 or Section 2.3 hereof, each Selling Holder and the Partnership Inergy shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Inergy to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Inergy or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Inergy and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the final sentence of pricing of such Underwritten OfferingSection 2.2(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipInergy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Inergy L P), Registration Rights Agreement (Inergy L P)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwritingunderwriting agreement, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing UnderwriterUnderwriter(s); provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Oasis Midstream Partners LP), Registration Rights Agreement (Oasis Midstream Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Linn shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Linn shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Linn to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Linn or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Linn and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipLinn’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Linn Energy, LLC), Registration Rights Agreement (Linn Energy, LLC)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership PNG shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership PNG shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership PNG to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership PNG or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership PNG and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipPNG’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Paa Natural Gas Storage Lp), Registration Rights Agreement (Paa Natural Gas Storage Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Copano shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or Section 2.03 hereof, each Selling Holder and the Partnership Copano shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Copano to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Copano or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Copano and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the penultimate sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipCopano’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Copano Energy, L.L.C.), Registration Rights Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement, (i) the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, Underwriters and (ii) each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Universal Compression Partners, L.P.), Common Unit Purchase Agreement (Universal Compression Partners, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Copano shall be entitled to select the Managing Underwriter or Underwritersunderwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.03 hereof, each Selling Holder and the Partnership Copano shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Copano to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Copano or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Copano and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the last sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the PartnershipCopano’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Contribution Agreement (Copano Energy, L.L.C.), Registration Rights Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. The Holders of a majority of the Registrable Securities in an Underwritten Offering, with the consent of the Company, which consent may not be unreasonably delayed or withheld, will be permitted to select one or more investment banking firms to be an underwriter or underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawapplicable law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in In connection with any Underwritten Offering, the Company will cause at least one (1) executive officer and its Chief Financial Officer and/or Chief Accounting Officer to attend and participate in “road shows” and other information meetings organized by the underwriters, if any, as reasonably requested; provided, that the Company will have no obligation to participate in more than two (2) “road shows” in any twelve (12)-month period and such participation will not unreasonably interfere with the business operations of the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (W&t Offshore Inc), Registration Rights Agreement
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership TLP shall be entitled to select the Managing Underwriter or Underwriters, unless the registration is in respect of at least 450,000 Registrable Securities (as adjusted to account for any split or reverse split of the Common Units), in which case the Selling Holders shall be entitled to select the Managing Underwriter or Underwriters, subject to approval by TLP (such approval not to be unreasonably withheld). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesOffering, each Selling Holder and the Partnership TLP shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership TLP to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership TLP or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership TLP and the Managing Underwriter; provided, however, that such withdrawal must be made up Underwriter prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offeringoffering.
Appears in 2 contracts
Samples: Registration Rights Agreement (TransMontaigne Partners L.P.), Registration Rights Agreement (TransMontaigne Partners L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains containing such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Enviva Partners, LP), Registration Rights Agreement (Enviva Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesOffering, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains which contains, subject to the below limitations, such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Partnership such information as the Partnership may reasonably request in writing for inclusion in the Piggyback Registration or other registration statement contemplated by this Agreement, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.02, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that Underwriter and such withdrawal must may be made up to and including the time of pricing of such the Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (JP Energy Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to EVA’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership EVA shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership EVA to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership EVA and the Managing UnderwriterUnderwriter(s); provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipEVA’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Enviva Partners, LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters each of which must be a nationally recognized firm. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must may only be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Rock Energy Resources, Inc.)
General Procedures. In connection with any Underwritten Primary Offering or Secondary Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled entitled, subject to the Partnership’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or Underwriters. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (PES Logistics Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of a Registration Rights Group pursuant to Section 6.03 hereof, such Registration Rights Group, with the Partnership consent of Copano Energy, shall be entitled to select the Managing Underwriter or Underwriters. The consent of Copano Energy to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, Copano Energy shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Sections 6.03 or 6.04 hereof, each Selling Holder Existing Investor and the Partnership Copano Energy shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Existing Investor may participate in such Underwritten Offering unless such Selling Holder Existing Investor agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Existing Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Copano Energy to and for the benefit of such underwriters also be made to and for such Selling Holder’s Existing Investor's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Existing Investor disapproves of the terms of an underwriting, such Selling Holder Existing Investor may elect to withdraw therefrom by notice to the Partnership Copano Energy and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s Copano Energy's obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of Copano Partners pursuant to Section 14.3 hereof, Copano Partners, with the Partnership consent of the Company, shall be entitled to select the Managing Underwriter or Underwriters. The consent of the Company to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, the Company shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Section 14.3 hereof, each Selling Holder Existing Investor and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Existing Investor may participate in such Underwritten Offering unless such Selling Holder Existing Investor agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Existing Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling HolderExisting Investor’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Existing Investor disapproves of the terms of an underwriting, such Selling Holder Existing Investor may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities questionnaires and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by LawLaw or customary for such an Underwritten Offering. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The PartnershipCompany’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this AgreementOffering, the Partnership MWE shall be entitled to select the Managing Underwriter or Managing Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership MWE shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Managing Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of powers-of-attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership MWE to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership MWE or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership MWE and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the Partnership’s MWE's obligation to pay Registration Expenses. The Partnership’s management may but In the event that all Selling Holders holding Registrable Securities subject to such Underwritten Offering, specifically not including any securities to be sold by MWE or other Persons in such Underwritten Offering, withdraw from such Underwritten Offering, such Underwritten Offering shall not be required to participate counted for purposes of the Underwritten Offering limitations set forth in a roadshow Section 2.03(a)(i) or similar marketing effort in connection with any Underwritten Offering(ii).
Appears in 1 contract
Samples: Registration Rights Agreement (Markwest Energy Partners L P)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (DCP Midstream Partners, LP)
General Procedures. In connection with any Underwritten Offering under this AgreementSection 2.2, the Partnership shall be entitled to select the Managing Underwriter or Underwritersshall be selected by a Majority of the Selling Holders. In connection with an Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesSection 2.2, each Selling Holder and the Partnership Enbridge Partners shall be obligated to enter into an underwriting agreement with the Managing Underwriter or underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Enbridge Partners to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Enbridge Partners, any other Selling Holder or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Enbridge Partners and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation Offering to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offeringeffective.
Appears in 1 contract
Samples: Registration Rights Agreement (Enbridge Energy Partners Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters with the consent of PAPI, which consent shall not be unreasonably withheld. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership PAPI shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership PAPI to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership PAPI or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership PAPI and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacific Asia Petroleum Inc)
General Procedures. In connection with any Underwritten Offering pursuant to this Section 2.02, the Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled, subject to the Company’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreementagreement and furnish to the Company such information as the Company may reasonably request for inclusion in a Registration Statement or prospectus or any amendment or supplements thereto, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering contemplated by this Section 2.02, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this AgreementSection 2.2, the Partnership shall be entitled to select the Managing Underwriter or Underwritersshall be selected by a majority of the Selling Holders. In connection with an Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesSection 2.2, each Selling Holder and the Partnership Enbridge Partners shall be obligated to enter into an underwriting agreement with the Managing Underwriter or underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Enbridge Partners to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Enbridge Partners or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Enbridge Partners and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation Offering to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offeringeffective.
Appears in 1 contract
Samples: Registration Rights Agreement (Enbridge Energy Partners Lp)
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of a Registration Rights Group pursuant to Section 5.3 hereof, such Registration Rights Group, with the Partnership consent of QR Energy, shall be entitled to select the Managing Underwriter or Underwriters. The consent of QR Energy to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, QR Energy shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Section 5.3 or Section 5.4 hereof, each participating Selling Holder Registration Rights Group member and the Partnership QR Energy shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Registration Rights Group member may participate in such Underwritten Offering unless such Selling Holder Registration Rights Group member agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Registration Rights Group member may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership QR Energy to and for the benefit of such underwriters also be made to and for such Selling HolderRegistration Rights Group member’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Registration Rights Group member disapproves of the terms of an underwriting, such Selling Holder Registration Rights Group member may elect to withdraw therefrom by notice to the Partnership QR Energy and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipQR Energy’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesOffering, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Partnership such information as the Partnership may reasonably request in writing for inclusion in the IPO Registration Statement, Piggyback Registration Statement or Prospectus or Shelf Registration Statement, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingthe Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that Underwriter and such withdrawal must may be made up to and including the time of pricing of such the Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s 's obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Abraxas Energy Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership PAA shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or 2.02 hereof, each Selling Holder and the Partnership PAA shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership PAA to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership PAA or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership PAA and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the final sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the Partnership’s PAA's obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Plains All American Pipeline Lp)
General Procedures. In connection with any Underwritten Offering under this AgreementOffering, the Partnership Registrant shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Participating Holder participates, each Selling Participating Holder and the Partnership Registrant shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Participating Holder may participate in such an Underwritten Offering unless such Selling Participating Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of powers-of-attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrant to and for the benefit of such underwriters also be made to and for such Selling Participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Participating Holder shall be required to make any representations or warranties to or agreements with the Partnership Registrant or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Participating Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Participating Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Participating Holder may elect to withdraw therefrom by notice to the Partnership Registrant and the Managing Underwriter; provided, however, that such withdrawal must be made up at least three (3) Business Day prior to and including the time of pricing of date the Managing Underwriter expects to commence marketing such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipRegistrant’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by the Registrant of a written request from a Demand Holder or an Affiliate of the Demand Holder pursuant to Section 4.3(a), no more than two members of the Registrant’s executive management may but team shall not be required to participate in a roadshow or similar marketing effort in connection with that Underwritten Offering for no more than two calendar days; provided, that the Registrant: (i) is given at least 30 days notice prior to the commitment of any Underwritten Offeringroadshow or similar marketing effort; and (ii) agrees to the proposed commencement date of any such roadshow or similar marketing effort.
Appears in 1 contract
Samples: Stakeholders' Agreement (Ute Energy Upstream Holdings LLC)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law; provided, however, that if the Selling Holder is requested or required to make such representations, warranties or agreements that are not acceptable to such Selling Holder, such Selling Holder shall have the right to withdraw from such underwritten offering as provided herein. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Arc Logistics Partners LP)
General Procedures. In connection with any Underwritten Offering under this AgreementOffering, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, the Company and each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Expro Group Holdings N.V.)
General Procedures. In connection with any Underwritten Offering under this AgreementOffering, the Partnership Registrant shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Participating Holder participates, each Selling Participating Holder and the Partnership Registrant shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Participating Holder may participate in such an Underwritten Offering unless such Selling Participating Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of powers-of-attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrant to and for the benefit of such underwriters also be made to and for such Selling Participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Participating Holder shall be required to make any representations or warranties to or agreements with the Partnership Registrant or the underwriters Underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Participating Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Participating Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Participating Holder may elect to withdraw therefrom by notice to the Partnership Registrant and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipRegistrant’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by the Registrant of a written request from any Seller or an Affiliate of the Seller pursuant to Section 2.03(a), no more than two members of the Registrant’s executive management may but team shall not be required to participate in a roadshow or similar marketing effort in connection with that Underwritten Offering for no more than two calendar days; provided, that the Registrant: (i) is given at least 30 days notice prior to the commitment of any Underwritten Offeringroadshow or similar marketing effort; and (ii) agrees to the proposed commencement date of any such roadshow or similar marketing effort.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this AgreementSection 2.2, the Partnership Company shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters in its sole discretion. In connection with an Underwritten Offering contemplated by under this Agreement Section 2.2 in which a Selling Holder participates, each such Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains with the Managing Underwriter or Underwriters and such underwriting agreement shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to selloffer and sell any Registrable Securities that it owns (including that such actions will not conflict with, breach, violate or result in a default under such Selling Holder’s organizational documents, material agreements or any applicable law, as applicable, nor result in the creation or imposition of any liens on property of such Selling Holder), and its ownership of, the securities of such Registrable Securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Purchase and Sale Agreement (ProPetro Holding Corp.)
General Procedures. In connection with any Underwritten Offering under this AgreementOffering, the Partnership Copano shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Copano shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of powers-of-attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Copano to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Copano or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Copano and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCopano’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by Copano of a written request from the Holders of at least $60 million of Common Units that are participating in an Underwritten Offering, Copano’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any that Underwritten Offering; provided, that management: (i) is given at least 60 days notice prior to the commitment of any roadshow or similar marketing effort; (ii) agrees to the proposed commencement date of any roadshow or similar marketing effort; and (iii) is not required to participate in any roadshow or similar marketing effort for more than two days.
Appears in 1 contract
Samples: Registration Rights Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership HEP shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 or Section 2.03 hereof, each Selling Holder and the Partnership HEP shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership HEP to and for the benefit of such underwriters also be made to and for such Selling Holder’s 's benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership HEP or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership HEP and the Managing Underwriter; provided, however, that such withdrawal must be made up prior to and including the time in the penultimate sentence of pricing of such Underwritten OfferingSection 2.02(a) hereof to be effective. No such withdrawal or abandonment shall affect the Partnership’s HEP's obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Holly Energy Partners Lp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.1 or Section 2.3 hereof, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for the benefit of such Selling Holder’s benefit Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities Registrable Securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingunderwriting agreement, such Selling Holder may elect to withdraw therefrom from such Underwritten Offering by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten OfferingUnderwriter(s). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with , without reimbursement by any Underwritten OfferingHolder.
Appears in 1 contract
Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesOffering, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Partnership such information as the Partnership may reasonably request in writing for inclusion in the IPO Registration Statement, Piggyback Registration Statement or Prospectus or Shelf Registration Statement, as the case may be. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingthe Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that Underwriter and such withdrawal must may be made up to and including the time of pricing of such the Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Abraxas Petroleum Corp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities questionnaires and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by LawLaw or customary for such an Underwritten Offering. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses, except that the Partnership shall have no obligation to reimburse any fees and disbursements of counsel for the Selling Holders, as provided for in the definition of Registration Expenses, if, as the result of the withdrawal of one or more Selling Holders, the Selling Holders sell less than $20.0 million of Registrable Securities in the aggregate in the Underwritten Offering. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreementpursuant to a Shelf Registration Statement filed at the request of a Registration Rights Group pursuant to Section 14.3 hereof, such Registration Rights Group, with the Partnership consent of the Company, shall be entitled to select the Managing Underwriter or Underwriters. The consent of the Company to the selection of the Managing Underwriter or Underwriters shall not be unreasonably withheld. In all other cases, the Company shall select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatespursuant to Section 14.3 hereof, each Selling Holder Existing Investor and the Partnership Company shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder Existing Investor may participate in such Underwritten Offering unless such Selling Holder Existing Investor agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder Existing Investor may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling HolderExisting Investor’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder Existing Investor disapproves of the terms of an underwriting, such Selling Holder Existing Investor may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including on or before the time of pricing of any such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.)
General Procedures. In connection with any Underwritten Offering under this AgreementSection 2.2, the Partnership Company shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters in its sole discretion. In connection with an Underwritten Offering contemplated by under this Agreement Section 2.2 in which a Selling Holder participates, each such Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains with the Managing Underwriter or Underwriters and such underwriting agreement shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such an Underwritten Offering unless such Selling Holder Xxxxxxx Xxxxxx agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to selloffer and sell any Registrable Securities that it owns (including that such actions will not conflict with, breach, violate or result in a default under such Selling Holder’s organizational documents, material agreements or any applicable law, as applicable, nor result in the creation or imposition of any liens on property of such Selling Holder), and its ownership of, the securities of such Registrable Securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one (1) Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (ProPetro Holding Corp.)
General Procedures. In the event that one or more Holders elects to dispose of at least $50.0 million of Registrable Securities under the Registration Statement or Automatic Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the Partnership holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters for such Underwritten Offering, subject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but Partnership shall not be required to participate in a roadshow more than two (2) Underwritten Offerings per year pursuant to this Section 2.04 for the first two (2) years following the final Conversion Date or similar marketing effort in connection with any more than one (1) Underwritten OfferingOffering per year pursuant to this Section 2.04 thereafter.
Appears in 1 contract
Samples: Class B Unit Purchase Agreement (Penn Virginia Resource Partners L P)
General Procedures. In connection with any Underwritten Offering under Section 2.2 of this Agreement, the Partnership USEG shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership USEG shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership USEG to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership USEG or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ’s ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership USEG and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipUSEG’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by USEG of a written request from the Holders of at least $25,000,000 of Registrable Securities that are participating in any Underwritten Offering contemplated by this Agreement, USEG’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Unit Purchase Agreement
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwritersunderwriters. In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership Company and the Managing Underwriter; provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Niska Gas Storage Partners LLC)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesunder Section 2.01 hereof, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made during the time period up to and including the time of pricing of such Underwritten Offeringoffering to be effective. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Plains All American Pipeline Lp)
General Procedures. In connection with any Underwritten Offering (i) under Section 2.2 of this Agreement, Crosstex shall be entitled to select the Managing Underwriter or DAL02:628488 HOU:3306511.3 Underwriters, and (ii) under Section 2.3 of this Agreement, the Partnership Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Crosstex shall be obligated to enter into an underwriting agreement that with the Managing Underwriter or Underwriters which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Crosstex to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Crosstex or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, Holder and its ownership of, of the securities being registered on its behalf, behalf and its intended method of distribution and any other representation required by Lawlaw. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership Crosstex and the Managing Underwriter; provided, however, that such withdrawal must be made up at least one Business Day prior to and including the time of pricing of such Underwritten OfferingOffering to be effective. No such withdrawal or abandonment shall affect the PartnershipCrosstex’s obligation to pay Registration Expenses. The PartnershipUpon the receipt by Crosstex of a written request from the Holders of at least $15.0 million dollars of Common Stock that are participating in any Underwritten Offering contemplated by this Agreement, Crosstex’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Crosstex Energy Inc)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership U.S. Shipping shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership U.S. Shipping shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership U.S. Shipping to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership U.S. Shipping or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership U.S. Shipping and the Managing Underwriter; provided, however, that such withdrawal must be made up to and an including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipU.S. Shipping’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (U.S. Shipping Partners L.P.)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership Holders and Pari Passu Holders of a majority of the Registrable Securities and Pari Passu Securities being sold in such Underwritten Offering shall be entitled entitled, subject to EVA’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter or UnderwritersUnderwriter(s). In connection with an any Underwritten Offering contemplated by under this Agreement in which a Selling Holder participatesAgreement, each Selling Holder and the Partnership EVA shall be obligated to enter into an underwriting agreement that contains such representationsrepresentations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities and Pari Passu Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership EVA to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law’s obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom from the Underwritten Offering by notice to the Partnership EVA and the Managing UnderwriterUnderwriter(s); provided, however, that such withdrawal must be made up at a time prior to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the PartnershipEXX’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
General Procedures. In the event that one or more Holders elects to dispose of at least $30.0 million of Registrable Securities under the Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the Partnership holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or UnderwritersUnderwriters for such Underwritten Offering. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but Partnership shall not be required to participate in a roadshow (i) more than four (4) Underwritten Offerings or similar marketing effort (ii) more than one Underwritten Offering in connection with any Underwritten Offeringcalendar year, in either case pursuant to this Section 2.04.
Appears in 1 contract
Samples: Registration Rights Agreement (Ferrellgas Partners Finance Corp)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf the absence of another exemption to the registration requirements under the Securities Act for the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (NGL Energy Partners LP)
General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The If Holders holding at least $20 million of Purchased Units based on the purchase price per unit under the Purchase Agreement request, the Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Magellan Midstream Holdings Lp)