Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. (a) In connection with any Underwritten Offering contemplated by Sections 2.02 or 2.04, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on its behalf, its intended method of distribution and any other representation required by law or reasonably requested by the underwriters.

Appears in 5 contracts

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

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Participation in Underwritten Offerings. No holder of the Registrable Securities may participate in any Underwritten Offering hereunder unless such holder (a) In connection with agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any Underwritten Offering contemplated by Sections 2.02 or 2.04, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter(s) other than representations, representations and warranties or agreements regarding such Selling Holder’s authority to enter into holder and such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on its behalf, its holder's intended method of distribution and any other representation required by law or reasonably requested by the underwritersdistribution.

Appears in 3 contracts

Samples: Registration Rights Agreement (Prosoft I Net Solutions Inc), Registration Rights Agreement (National Auto Finance Co Inc), Registration Rights Agreement (Prosoft I Net Solutions Inc)

Participation in Underwritten Offerings. (a) In connection with any Underwritten Offering contemplated by Sections 2.02 2.2 or 2.042.4, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided provided, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on its behalf, its intended method of distribution and any other representation required by law or reasonably requested by the underwriterslaw.

Appears in 2 contracts

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

Participation in Underwritten Offerings. (a) In connection with any Underwritten Offering contemplated by Sections 2.02 2.2 or 2.042.4, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on its behalf, its intended method of distribution and any other representation required by law or reasonably requested by the underwriterslaw.

Appears in 1 contract

Samples: Registration Rights Agreement (Pioneer Natural Resources Co)

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Participation in Underwritten Offerings. No holder of the Registrable Securities may participate in any Underwritten Offering hereunder unless such holder (a) In connection with agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any Underwritten Offering contemplated by Sections 2.02 or 2.04, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter(s) other than representations, representations and warranties or agreements regarding such Selling Holder’s authority to enter into holder and such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on its behalf, its holder's intended method of distribution and distribution; provided, however, in no event shall Prudential Fund or any other representation of its affiliates be required by law or reasonably requested by the underwritersto execute any power of attorney.

Appears in 1 contract

Samples: Registration Rights Agreement (National Auto Finance Co Inc)

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