Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 72 contracts

Samples: Stockholders Agreement (Pernix Therapeutics Holdings, Inc.), Registration Rights Agreement (Dorian LPG Ltd.), Registration Rights Agreement (Canadian Cannabis Corp.)

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Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 45 contracts

Samples: Registration Rights Agreement (Avinger Inc), Registration Rights Agreement (MicroAlgo Inc.), Securities Purchase Agreement (General Finance CORP)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 25 contracts

Samples: Registration Rights Agreement (Outset Medical, Inc.), Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (CrowdStrike Holdings, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 25 contracts

Samples: Master Agreement (Chaparral Resources Inc), Registration Agreement (Netcom Systems Inc), Registration Agreement (Harris Interactive Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, opinions and other documents required under the terms of such underwriting arrangements.

Appears in 20 contracts

Samples: Registration Rights Agreement (United Development Funding IV), Registration Rights Agreement (Starwood Waypoint Residential Trust), Registration Rights Agreement (Starwood Waypoint Residential Trust)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements 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 arrangementsarrangements and these registration rights.

Appears in 20 contracts

Samples: Registration Rights Agreement (Medical Industries of America Inc), Registration Rights Agreement (Compass Knowledge Holdings Inc), Registration Rights Agreement (7th Level Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to 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 18 contracts

Samples: Registration Rights Agreement, Offer Letter (Nevro Corp), Registration Rights Agreement (Nevro Corp)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and consistent with the provisions of this Agreement.

Appears in 17 contracts

Samples: Registration Rights Agreement (Skyline Multimedia Entertainment Inc), Registration Rights Agreement (Alyn Corp), Registration Rights Agreement (Fleming Robert Inc / Da)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 15 contracts

Samples: Registration Rights Agreement (Chatsworth Acquisitions I Inc), Registration Rights Agreement (China Energy Recovery, Inc.), Registration Rights Agreement (Wentworth Iv Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custodian agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 13 contracts

Samples: Contribution Agreement (STAG Industrial, Inc.), Contribution Agreement (STAG Industrial, Inc.), Contribution Agreement (STAG Industrial, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 12 contracts

Samples: Miscellaneous Rights Agreement (Pan Pacific Retail Properties Inc), Miscellaneous Rights Agreement (Arden Realty Group Inc), Registration Rights Agreement (Ashford Hospitality Trust Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 11 contracts

Samples: Registration Rights Agreement (Iporussia Inc), Registration Rights Agreement (Quikbyte Software Inc), Registration Rights Agreement (Iporussia Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 11 contracts

Samples: Registration Rights Agreement (Newkirk Realty Trust, Inc.), Registration Rights Agreement (Newkirk Realty Trust, Inc.), Registration Rights Agreement (Newkirk Realty Trust, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 11 contracts

Samples: Registration Rights Agreement (MPG Office Trust, Inc.), Registration Rights Agreement (Excel Trust, Inc.), Registration Rights Agreement (Excel Trust, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 10 contracts

Samples: Stockholders’ Agreement (Nextier Oilfield Solutions Inc.), Merger Agreement (C&J Energy Services, Inc.), Merger Agreement (Keane Group, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts, commissions and fees.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Shopko Stores Inc), Registration Rights Agreement (Wherehouse Entertainment Inc /New/), Stock Purchase Agreement (Phar Mor Inc)

Participation in Underwritten Registrations. No Person ------------------------------------------- may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 10 contracts

Samples: Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (National Golf Properties Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 10 contracts

Samples: Registration Rights Agreement (Memc Electronic Materials Inc), Investor Rights Agreement (Biltmore Surgery Center Holdings Inc), Registration Rights Agreement (On Semiconductor Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or 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.

Appears in 9 contracts

Samples: Registration Rights and Lock Up Agreement (KLX Energy Services Holdings, Inc.), Registration Rights Agreement (Quintana Energy Services Inc.), Registration Rights Agreement (KLX Energy Services Holdings, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person or Persons 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 arrangementsarrangements and this Agreement.

Appears in 9 contracts

Samples: Exchange and Registration Rights Agreement (Danbury Pharmacal Puerto Rico Inc), Senior Subordinated Loan Agreement (Danbury Pharmacal Puerto Rico Inc), Stock Purchase Agreement (Plains Resources Inc)

Participation in Underwritten Registrations. No Subject to provisions of Section 2.06(a) and Section 2.06(b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Chinos Holdings, Inc.), Registration Rights Agreement (ProSight Global, Inc.), Registration Rights Agreement (ProSight Global, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Note Purchase Agreement (Impac Mortgage Holdings Inc), Registration Rights Agreement (Acre Realty Investors Inc), Stock Purchase Agreement (Roberts Realty Investors Inc)

Participation in Underwritten Registrations. 8.1 No Person person may participate in any registration hereunder which is underwritten unless such Person the person (ai) agrees to sell such Person's securities on accept the basis provided in any terms of the underwriting arrangements approved agreement as agreed upon by the Person or Persons entitled hereunder to approve such arrangements Company and the underwriters selected in accordance with this Agreement, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Macquarie Infrastructure Holdings, LLC), Registration Rights Agreement (Macquarie Infrastructure Holdings, LLC), Registration Rights Agreement (Macquarie Infrastructure Co LLC)

Participation in Underwritten Registrations. No Person The Optionee may not participate in any underwritten registration hereunder which is underwritten unless such Person he (ai) agrees to sell such Person's his securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements under Section 7(e), and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Stock Option Agreement (Nugget Exploration Inc), Stock Option Agreement (Gohealth Md Inc), Stock Option Agreement (Nugget Exploration Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and these registration rights.

Appears in 8 contracts

Samples: Stockholders Agreement (Alliance Data Systems Corp), Securityholders Agreement (Morgan Stanley Dean Witter & Co), Securityholders Agreement (GST Telecommunications Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 8 contracts

Samples: Registration Rights Agreement (Amb Property Lp), Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Amb Property Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments), Asset Purchase Agreement (Usol Holdings Inc), Registration Rights Agreement (Arbor Realty Trust Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 7 contracts

Samples: Registration Rights Agreement (JCC Holding Co), Registration Rights Agreement (Komag Inc /De/), Registration Rights Agreement (JCC Holding Co)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any the underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 7 contracts

Samples: Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp)

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and this Registration Rights Agreement.

Appears in 6 contracts

Samples: Shareholder Agreements (Pride International Inc), Shareholders Agreement (First Reserve Corp /Ct/ /Adv), Shareholder Agreements (Pride International Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Company and other Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, share custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Registration Agreement (Metzler Group Inc), Registration Rights Agreement (Msi Holdings Inc/), Registration Agreement (Metzler Group Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, lock-up agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Registration Rights Agreement (Recruiter.com Group, Inc.), Registration Rights Agreement (Recruiter.com Group, Inc.), Registration Rights Agreement (Recruiter.com Group, Inc.)

Participation in Underwritten Registrations. No Person holder of Registrable Securities (or its successors or assigns) may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or underwriters and other Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Series a Registration Rights Agreement (Colorado Greenhouse Holdings Inc), Registration Rights Agreement (Fresh Enterprises Inc), Stock Purchase Agreement (Thiokol Corp /De/)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and these Registration Rights.

Appears in 6 contracts

Samples: Management Stockholders Agreement (Cpi International, Inc.), Registration Rights Agreement (Cpi International, Inc.), Registration Rights Agreement (Au Bon Pain Co Inc)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by the Company or managing underwriter under the terms of such underwriting arrangementsarrangements and this Agreement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Offshore Tool & Energy Corp), Registration Rights Agreement (Vaalco Energy Inc /De/), Registration Rights Agreement (Vaalco Energy Inc /De/)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc), Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc), Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or 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.

Appears in 5 contracts

Samples: Investment Agreement (Morgans Hotel Group Co.), Registration Rights Agreement (Morgans Hotel Group Co.), Registration Rights Agreement (Morgans Hotel Group Co.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Hamilton Insurance Group, Ltd.), Registration Rights Agreement (Amalgamated Financial Corp.), Registration Rights Agreement (Green Bancorp, Inc.)

Participation in Underwritten Registrations. No Person person or entity may participate in any underwritten registration hereunder which is underwritten unless such Person person or entity (a) agrees to sell such Personperson's or entity's securities on the basis provided in any underwriting arrangements approved by the Person persons or Persons entities 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 arrangementsarrangements and this Agreement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Horizon Mental Health Management Inc), Registration Rights Agreement (Safeguard Health Enterprises Inc), Registration Rights Agreement (Finkel Howard B)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts and commissions.

Appears in 5 contracts

Samples: Registration Rights Agreement (Fuqua Enterprises Inc), Merger Agreement (Minotto Gene J), Registration Rights Agreement (Minotto Gene J)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Stockholders Agreement (Krug International Corp), Registration Rights Agreement (Hanauer Joe F), Registration Rights Agreement (Grubb & Ellis Co)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, and (iii) completes and executes any other documents reasonably required by the underwriters in connection with such underwritten offering.

Appears in 5 contracts

Samples: Standby Purchase Agreement, Registration Rights Agreement (Roadrunner Transportation Systems, Inc.), Standby Purchase Agreement (Roadrunner Transportation Systems, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements 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 4 contracts

Samples: Registration Rights Agreement (Hill Path Capital LP), Registration Rights Agreement (SeaWorld Entertainment, Inc.), Registration Rights Agreement (Sun Wise (UK) Co., LTD)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person Person: (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements arrangements; and (b) accurately completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Warrant Agreement (Galacticomm Technologies Inc), Stock Purchase Agreement (Galacticomm Technologies Inc), Registration Rights Agreement (Video Jukebox Network Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 5.5(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Shareholder Agreements, Shareholder Agreement (Sensus Metering Systems Inc), Joint Written Consent (Hawker Beechcraft Notes Co)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities its shares of Common Stock on the basis provided in any underwriting arrangements approved by the Corporation or any other Person or Persons entitled hereunder to approve such arrangements 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 4 contracts

Samples: Founders Shares Registration Rights Agreement (Divine Interventures Inc), Registration Rights Agreement (Divine Interventures Inc), Series a Registration Rights Agreement (Divine Interventures Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary for similarly situated Persons and are reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (LL Services Inc.), Recapitalization Agreement (Grande Communications Holdings, Inc.), Registration Rights Agreement (Grande Communications Holdings, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and this Agreement.

Appears in 4 contracts

Samples: Stockholders' Agreement (Inverness Phoenix Partners Lp), Registration Rights Agreement (Superior Energy Services Inc), Merger Agreement (Superior Energy Services Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.6(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (WL Ross Holding Corp.), Registration Rights and Shareholders’ Agreement (Polymer Holdings LLC), Registration Rights Agreement (J Crew Operating Corp)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 4 contracts

Samples: Registration Rights Agreement (Regency Realty Corp), Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Urban Shopping Centers Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten or a block trade unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Shareholders Agreement (US BioEnergy CORP), Shareholders Agreement (US BioEnergy CORP), Shareholders Agreement (US BioEnergy CORP)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (which shall be on the same terms for all holders of securities participating in such registration) and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Universal Compression Holdings Inc), Registration Rights Agreement (Weatherford International Inc /New/), Registration Rights Agreement (Universal Compression Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 11 shall be construed to create any additional rights regarding the Registration of Registrable Securities in any Person otherwise than as set forth herein.

Appears in 4 contracts

Samples: Registration Rights Agreement (PRA International), Registration Rights Agreement (Accuride Corp), Registration Rights Agreement (Blowout Entertainment Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten Underwritten Registration under this Section 8 unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 8 shall be construed to create any additional rights regarding the Registration of Registrable Securities in any Person other than as set forth in this Agreement.

Appears in 4 contracts

Samples: Registration Rights Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/), Registration Rights Agreement (American Cellular Corp /De/)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and the Holders and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 4 contracts

Samples: Warrant Agreement (Angeion Corp/Mn), Warrant Agreement (Amnex Inc), Warrant Agreement (Consumers Us Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements on customary terms approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Fat Brands, Inc), Registration Rights Agreement (Fat Brands, Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Classic Communications Inc), Registration Rights Agreement (Classic Cable Inc), Registration Rights Agreement (Classic Communications Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) promptly completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (IBEX LTD), Registration Rights Agreement (IBEX LTD), Registration Rights Agreement (IBEX Holdings LTD)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person without (a) agrees agreeing to sell such Person's securities on the basis provided in any properly approved underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes completing and executes executing all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents required under by the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Total Control Products Inc), Registration Rights Agreement (Total Control Products Inc), Registration Rights Agreement (Computer Dynamics Inc)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements agreements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Lp)

Participation in Underwritten Registrations. No Subject to provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Northern Tier Energy LP), Registration Rights Agreement (Northern Tier Energy, Inc.), Registration Rights Agreement (Neiman Marcus, Inc.)

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Participation in Underwritten Registrations. No Subject to the provisions of Section 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Fortegra Group, Inc), Registration Rights Agreement (Tiptree Inc.), Registration Rights Agreement (Sotera Health Co)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder pursuant to this Agreement which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder pursuant to this Agreement to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary and are required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Language Line Services Holdings, Inc.), Registration Rights Agreement (Language Line Costa Rica, LLC), Registration Rights Agreement (Language Line Holdings, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities Registrable Securities on the basis provided in any customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 9 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

Appears in 3 contracts

Samples: Registration Rights Agreement (THCG Inc), Securities Purchase Agreement (Patel Sanjay H), Registration Rights Agreement (Patel Sanjay H)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and these Registration Rights.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hhgregg, Inc.), Management Stockholders Agreement (Cpi International, Inc.), Registration Rights Agreement (Cpi International, Inc.)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Prudential Private Equity Investors Iii Lp), Securities Purchase Agreement (Omnipoint Corp \De\), Registration Rights Agreement (Shopping Com)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a), (b) and (c) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Denbury Inc), Registration Rights Agreement (Pacific Drilling S.A.), Registration Rights Agreement (Eagle Bulk Shipping Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten an Underwritten Offering unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, opinions, lock-up agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (RiverBanc Multifamily Investors, Inc.), Registration Rights Agreement (Western Asset Mortgage Capital Corp), Registration Rights Agreement (Western Asset Mortgage Capital Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten Registration unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts and commissions.

Appears in 3 contracts

Samples: Registration Rights Agreement (Logimetrics Inc), Registration Rights Agreement (Cramer Rosenthal McGlynn LLC /Adv), Registration Rights Agreement (Brand Charles S)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Agreement (Pac-West Telecomm Inc), Registration Agreement (Somera Communications Inc), Registration Agreement (Onepoint Communications Corp /De)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any underwritten registration hereunder which is underwritten unless such Person holder (a) agrees to sell such Personholder's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, escrow agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and consistent with the provisions of this Agreement.

Appears in 3 contracts

Samples: Investment Agreement (Recovery Equity Investors Ii Lp), Registration Rights Agreement (Moore Robert W/Nv), Registration Rights Agreement (Chadmoore Wireless Group Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.05(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Seacor Holdings Inc /New/), Merger Agreement (Star Bulk Carriers Corp.), Registration Rights Agreement (Oaktree Capital Management Lp)

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.Company and

Appears in 3 contracts

Samples: Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is underwritten unless such Person (a) person agrees to sell such Person's person’s securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under at the terms of price approved by such underwriting arrangementsperson or persons.

Appears in 3 contracts

Samples: Registration Rights Agreement (RigNet, Inc.), Registration Rights Agreement (RigNet, Inc.), Registration Rights Agreement (RigNet, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and 2.06(b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Certara, Inc.), Registration Rights Agreement (hear.com N.V.), Registration Rights Agreement (Certara, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 3 contracts

Samples: Registration Rights Agreement (Amb Property Lp), Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (Kilroy Realty Corp)

Participation in Underwritten Registrations. No Subject to provisions of Section 4.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangement and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Stockholders and Registration Rights Agreement (Altice USA, Inc.), Stockholders and Registration Rights Agreement (Altice USA, Inc.), Stockholders and Registration Rights Agreement (Altice USA, Inc.)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any underwritten registration hereunder which is underwritten unless such Person the holder of Registrable Securities (ai) agrees to sell such Person's securities its Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements select the underwriter pursuant to Sections 3(a)(iii) and 3(b)(iv) above, (bii) accurately completes in a timely manner and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Merger Agreement (H&e Equipment Services LLC), Investor Rights Agreement (H&E Equipment Services, Inc.), Investor Rights Agreement (H&E Equipment Services, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Meridian Financial Corp), Registration and Preemptive Rights Agreement (Sky Games International LTD), Registration and Preemptive Rights Agreement (Harrahs Entertainment Inc)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person holder (ai) agrees to sell such Person's securities holder’s Common Stock on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements persons who have selected the underwriter and (bii) accurately completes in a timely manner and executes all questionnaires, powers of attorney, indemnitiesescrow agreements, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Universal Business Payment Solutions Acquisition Corp), Amendment, Guarantee and Waiver Agreement (Universal Business Payment Solutions Acquisition Corp), Amendment, Guarantee and Waiver Agreement (Universal Business Payment Solutions Acquisition Corp)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.05(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and all applicable securities laws.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sophiris Bio Inc.), Registration Rights Agreement (Sophiris Bio Inc.), Investment Agreement (Sophiris Bio Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or 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 arrangementsarrangements and hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement (Appaloosa Management Lp), Registration Rights Agreement (Conseco Inc), Registration Rights Agreement (Conseco Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsCompany.

Appears in 3 contracts

Samples: Shareholder Agreements (International Textile Group Inc), Registration Rights Agreement (Asset Acceptance Capital Corp), Registration Rights and Shareholder Agreement (Culp Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder under this Agreement to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 3 contracts

Samples: Shareholder Agreement, Shareholders Agreement (Regional Management Corp.), Shareholders Agreement (Regional Management Corp.)

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Agreement, no Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any reasonable underwriting arrangements approved by the Person Company or other Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, "lock-up" agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 3 contracts

Samples: Registration Rights Agreement (Childrens Place Retail Stores Inc), Registration Rights Agreement (Noble International LTD), Registration Rights Agreement (Childrens Place Retail Stores Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that is underwritten unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Right of First Refusal and Exchange Agreement (NTN Communications Inc), Investor Rights Agreement (NTN Communications Inc), Investor Rights Agreement (NTN Communications Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 8 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

Appears in 3 contracts

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

Participation in Underwritten Registrations. No Person Warrantholder may participate in any underwritten registration hereunder which is underwritten unless such Person Warrantholder (a) agrees to sell such PersonWarrantholder's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Corporation 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.

Appears in 3 contracts

Samples: Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten thereunder unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person or Persons 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.

Appears in 3 contracts

Samples: Registration Rights Agreement (Uranium Resources Inc /De/), Registration Rights Agreement (American Medical Providers Inc), Registration Rights Agreement (American Medical Providers Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Johnson Outdoors Inc), Registration Rights Agreement (Esynch Corp/Ca), Registration Rights Agreement (Garfinkle Norton Et Al)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.07(a) and Section 2.07(c) above and this Section 2.07(d), no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) promptly completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hospitality Investors Trust, Inc.), Framework Agreement (American Realty Capital Hospitality Trust, Inc.), Securities Purchase Agreement (American Realty Capital Hospitality Trust, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and 2.06(b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Waystar Holding Corp.), Registration Rights Agreement (Waystar Holding Corp.), Registration Rights Agreement (Waystar Holding Corp.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Loan Agreement (White Mountain Titanium Corp), Registration Rights Agreement (White Mountain Titanium Corp), Registration Rights Agreement (PSM Holdings Inc)

Participation in Underwritten Registrations. No Person person or entity may participate in any underwritten registration hereunder which is underwritten unless such Person person or entity (a) agrees to sell such Personperson's or entity's securities on the basis provided in any underwriting arrangements approved by the Person persons or Persons entities 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.

Appears in 2 contracts

Samples: Acquisition or Disposition of Assets, Registration Rights Agreement (El Paso Energy Partners Lp)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in in, and agrees to become a party to, any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Stockholders Agreement (Allison Transmission Holdings Inc), Stockholders Agreement (Allison Transmission Holdings Inc)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is includes an underwritten offering unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any reasonable underwriting arrangements approved by the Person or Persons person entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all questionnaires, powers power of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dynamic Associates Inc), Registration Rights Agreement (Dynamic Associates Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers power of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Investor Rights Agreement (Screaming Media Com Inc), Investor Rights Agreement (Screaming Media Com Inc)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Personperson's securities Shares on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Peapod Inc), Investors Agreement (Peapod Inc)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any underwritten registration hereunder which is underwritten unless such Person holder (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements holders as provided herein and (bii) completes and executes all questionnaires, powers of attorneyattorneys, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 2 contracts

Samples: Shareholders Agreement (Imax Corp), Shareholders Agreement (Imax Corp)

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