Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No Holder may include Registrable Securities in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (SkyWater Technology, Inc), Registration Rights Agreement (SkyWater Technology, Inc), Registration Rights Agreement (SecureWorks Corp)

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Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (ai) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein)Company, which approval shall not be unreasonably withheld, conditioned withheld or delayed, and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)

Participation in Underwritten Offerings. No Holder may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Company (subject Persons entitled hereunder to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (TRI Pointe Homes, Inc.), Registration Rights Agreement (TRI Pointe Homes, Inc.), Registration Rights Agreement (Williams Partners L.P.)

Participation in Underwritten Offerings. No Neither a Holder nor any other Person may include participate in any underwritten offering in which Registrable Securities in any Demand Registration or other Underwritten Offering are to be offered pursuant to this Agreement Section 2.2 unless such Holder Person (ai) agrees to sell such Holder’s Registrable Securities Person's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Company (subject to the rights of and the Holders provided for herein), which approval shall not to be unreasonably withheld, conditioned or delayed, included in such underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Seabulk International Inc), Registration Rights Agreement (Seacor Holdings Inc /New/), Registration Rights Agreement (C/R Marine Domestic Partnership Lp a Delaware Lp)

Participation in Underwritten Offerings. No Holder Person (including the Shareholder) may include Registrable Securities participate in any Demand Registration or other Underwritten Offering underwritten offering pursuant to this Agreement a registration effected hereunder unless such Holder Person (a) agrees to sell such HolderPerson’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Company (subject Shareholder, in the case of any underwritten offering pursuant to a Demand Registration or any underwritten Shelf Takedown, or by the rights of the Holders provided for herein)Company, which approval shall not be unreasonably withheld, conditioned or delayed, in any other case and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lockups and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement, Registration Rights Agreement (MF Global Ltd.)

Participation in Underwritten Offerings. No Holder may include holder of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten offering hereunder unless such Holder holder: (ai) agrees to sell such Holder’s Registrable Securities holder's securities on the basis provided in any underwriting arrangements approved by the Company (approved, subject to the rights terms and conditions hereof, by the holders of the Holders provided for herein), which approval shall not a majority (by number of shares) of Registrable Securities to be unreasonably withheld, conditioned or delayed, included in such underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Braswell Allen S Jr), Registration Rights Agreement (Electronic Fab Technology Corp), Registration Rights Agreement (Eftc Corp/)

Participation in Underwritten Offerings. No The Holder may include Registrable Securities not participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such the Holder (a) agrees to sell such Holder’s the Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein)Company, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights and Governance Agreement (Advisory Board Co), Stock Purchase Agreement (Advisory Board Co)

Participation in Underwritten Offerings. No Holder of Registrable Shares may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (ai) agrees to sell such Holder’s Registrable Securities Shares on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (ESAB Corp), Registration Rights Agreement (Colfax CORP)

Participation in Underwritten Offerings. No Holder may include Registrable Securities in any Demand Registration Shelf Take-Down or other Underwritten Offering pursuant to this Agreement unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (SecureWorks Corp), Registration Rights Agreement (SecureWorks Corp)

Participation in Underwritten Offerings. No Holder of Registrable --------------------------------------- Securities may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (ai) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Itc Holding Co Inc), Registration Rights Agreement (Itc Deltacom Inc)

Participation in Underwritten Offerings. No A Holder may include Registrable Securities not participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement hereunder unless such Holder (a) in the case of a registration pursuant to Section 3 hereof, agrees to sell such the Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by same economic terms as are applicable to the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayedin such offering, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Wellchoice Inc), Registration Rights Agreement (Wellchoice Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (ai) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)

Participation in Underwritten Offerings. No Holder Neither an Investor nor any other Person may include participate in any underwritten offering in which Registrable Securities in any Demand Registration or other Underwritten Offering are to be offered pursuant to this Agreement Section 2.2 unless such Holder Person (ai) agrees to sell such HolderPerson’s Registrable Securities securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Company (subject and the Investors to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, included in such underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights and Transfer Restriction Agreement (Level 3 Communications Inc), Registration Rights and Transfer Restriction Agreement (Level 3 Communications Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten offering hereunder unless such Holder (a) agrees a)agrees to sell such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, in its reasonable discretion and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Restructuring Agreement (Time Warner Inc), Registration Rights Agreement (Time Warner Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering underwritten offering pursuant to this Agreement Section 4.3 unless such Holder (ai) agrees to sell such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, in its reasonable discretion and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: This Shareholders Agreement (At&t Corp)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering underwritten offering pursuant to this Agreement Section 3 hereunder unless such Holder (a) agrees to sell the sale of such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, in its reasonable discretion and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Triton Group LTD)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein)Company, which approval shall not be unreasonably withheld, conditioned withheld or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Itc Deltacom Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten registration unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject Persons entitled hereunder to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Warrant Registration Rights Agreement (Centerpoint Energy Inc)

Participation in Underwritten Offerings. No Holder may include Registrable Securities in With respect to any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (a) agrees to sell such Offering, the inclusion of a Holder’s Registrable Securities on therein will be conditioned upon such Holder’s participation in such Underwritten Offering, including without limitation the basis provided execution and delivery by such Holder of an underwriting agreement in any underwriting arrangements approved form, scope and substance as is customary in Underwritten Offerings and the completion, execution and delivery by the Company (subject to the rights such Holder of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsagreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Kaiser Aluminum Corp)

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Participation in Underwritten Offerings. No Holder The Holders may include Registrable Securities not participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement hereunder unless such Holder the Holders (a) agrees in the case of a registration pursuant to Section 3 hereof agree to sell such Holderthe Holders’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayedin its reasonable discretion, and (b) completes complete and executes execute all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement

Participation in Underwritten Offerings. No Holder may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement arranged for by the Company or any other Person unless such Holder (a) agrees to sell such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to or the rights of the Holders provided other Persons who arranged for herein), which approval shall not be unreasonably withheld, conditioned or delayed, such Underwritten Offering and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements.underwriting

Appears in 1 contract

Samples: Stock Purchase Agreement (Webstakes Com Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten registration unless such Holder (a) agrees to sell such Holder’s Registrable Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Company (subject Persons entitled hereunder to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Equity Registration Rights Agreement (Broadwing Inc)

Participation in Underwritten Offerings. No Holder of Registered Securities may include Registrable Securities participate in any Demand Registration or other Underwritten Offering underwritten offering pursuant to this Agreement subsection (b) unless such Holder (aI) agrees to sell such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, in its reasonable discretion and (bII) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Warrant Agreement (At&t Latin America Corp)

Participation in Underwritten Offerings. No Holder may include holder of Registrable Securities may participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten offering under Section 2.2 unless such Holder holder of Registrable Securities (ai) agrees to sell such Holder’s Registrable Securities Person's securities on the basis provided in any underwriting arrangements approved by the Company (approved, subject to the rights terms and conditions hereof, by the holders of the Holders provided for herein), which approval shall not a majority of Registrable Securities to be unreasonably withheld, conditioned or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of included in such underwriting arrangements.underwritten offering and

Appears in 1 contract

Samples: Registration Rights Agreement (American International Petroleum Corp /Nv/)

Participation in Underwritten Offerings. No Holder may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten registration hereunder unless such the Holder (a) agrees to sell such Holder’s his or its Registrable Securities on the basis provided in any the applicable underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents in customary form as reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Hcp, Inc.)

Participation in Underwritten Offerings. No The Holder may include Registrable Securities not participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten offering hereunder unless such the Holder (a) agrees to sell such Holder’s Registrable Securities its securities on the basis provided same terms and conditions as other shares of Common Stock included in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayedunderwritten offering, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, holdback agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Ep Medsystems Inc

Participation in Underwritten Offerings. No Holder may include Registrable Securities participate in --------------------------------------- any Demand Registration or other Underwritten Offering pursuant to this Agreement unless such Holder (ai) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Trex Co Inc)

Participation in Underwritten Offerings. No Holder may include of Registrable Securities (or its successors or assigns) may participate in any Demand Registration or other Underwritten Offering hereunder, including any offering pursuant to this Agreement Section 3 above, unless such Holder Person (a) agrees to sell such HolderPerson’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Company (subject underwriters and other Persons entitled hereunder to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Youbet Com Inc)

Participation in Underwritten Offerings. No --------------------------------------- Holder may include Registrable Securities participate in any Demand Registration or other Underwritten Offering pursuant to this Agreement underwritten offering hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, Acquiror in its reasonable discretion and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Toys R Us Inc)

Participation in Underwritten Offerings. No Holder may include holder of Registrable Securities may participate in any Demand Registration or other an Underwritten Offering pursuant to this Agreement unless such Holder Person (ai) agrees to sell such HolderPerson’s Registrable Securities on the basis provided in any underwriting arrangements approved by Company, Parent and the Company (subject to the rights of the Holders provided for herein), which approval shall not be unreasonably withheld, conditioned or delayed, underwriters and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unionbancal Corp)

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