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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 9 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Aspenbio Inc)

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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 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 and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 8 contracts

Samples: Stockholders Agreement (Bared Jose P), Stockholders Agreement (Hw Partners L P), Stockholders Agreement (United Petroleum 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 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's intended method of distribution.

Appears in 6 contracts

Samples: Registration Rights Agreement (Provident American Corp), Registration Rights and Right of First Offer Agreement (Halifax Corp), Registration Rights and Right of First Offer Agreement (Halifax 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 and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 6 contracts

Samples: Registration Rights and Lock Up Agreement (Samstock LLC), Subordinated Convertible Note Purchase Agreement (A4s Technologies Inc), Note and Equity Purchase Agreement (Mirion Technologies, 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 arrangements, (b) provides all such information as is reasonably required to effect such registration and completes and executes all undertakings, questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder arrangements or applicable laws, and (c) complies with all other reasonable requests of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the managing underwriter and with the Company or the underwriters and complies with all other than representations and warranties regarding reasonable requests related to such holder and such holder's intended method of distributionregistration.

Appears in 4 contracts

Samples: Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Bayard Drilling Technologies Inc), Registration Rights Agreement (Allis Chalmers 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 underwriting arrangements approved by the Person or 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; , provided that no holder of Registrable Securities included in any underwritten registration the Investor shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distributionthe Investor as are required by the underwriters.

Appears in 4 contracts

Samples: Bridge Loan and Security Agreement (Eltrax Systems Inc), Bridge Loan and Security Agreement (Eltrax Systems Inc), Registration Rights Agreement (Verso Technologies Inc)

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Section 3 to the contrary, no Person may participate in any registration Underwritten Offering 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 required under the terms of such underwriting arrangements; provided provided, however, that no holder Holder of Registrable Securities included in any underwritten registration Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Appears in 4 contracts

Samples: Debenture Purchase Agreement (Orion Newco Services Inc), Debenture Purchase Agreement (British Aerospace Holdings Inc), Registration Rights Agreement (British Aerospace Holdings Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person 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 arrangementsarrangements or reasonably requested by the Company; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 2 contracts

Samples: Registration Agreement (NitroSecurity, Inc.), Registration Agreement (NitroSecurity, Inc.)

Participation in Underwritten Registrations. No Person holder of the Registrable Securities may participate in any registration hereunder which that is underwritten unless such Person holder: (a) agrees to sell such Personholder'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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 2 contracts

Samples: Registration Agreement (Universal Automotive Industries Inc /De/), Registration Agreement (Venture Equities Management 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 required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Investor included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 8.

Appears in 2 contracts

Samples: Registration Rights Agreement (Key Energy Services Inc), Registration Rights Agreement (MHR Fund Management LLC)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such the Person (a) agrees to sell such the 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such the holder and such the holder's intended method of distribution.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rako Capital Corp), Registration Rights Agreement (Rako Capital 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 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; provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters other than representations and warranties regarding such holder and holder, such holder's intended method of distributiondistribution and such holder's title to the Registrable Shares.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cityxpress Com Corp), Registration Rights Agreement (Cityxpress Com 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 ’s 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; provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holder's Holder’s intended method of distribution).

Appears in 2 contracts

Samples: Registration Rights Agreement (Portillo's Inc.), Registration Rights Agreement (Portillo's 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 2 contracts

Samples: Registration Rights Agreement (MWI Veterinary Supply, Inc.), Registration Rights Agreement (Healthessentials Solutions 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; provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 2 contracts

Samples: Contribution Agreement (Manufactured Home Communities Inc), Registration Rights and Lock Up Agreement (Equity Lifestyle Properties 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 reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Agreement (Ta Operating 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 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, lock-up agreements, and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.warranties

Appears in 1 contract

Samples: Subordinated Note and Equity Purchase Agreement (Aasche Transportation Services 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) timely completes and executes all questionnaires, powers of attorney, customary indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Video Update 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) timely completes and executes all questionnaires, customary powers of attorney, customary indemnities, customary underwriting agreements and other customary documents required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Investor included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties warranties, on a several but not joint basis, regarding such holder Investor and such holderInvestor's intended method of distribution.

Appears in 1 contract

Samples: Equityholders Agreement (Thane 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Agreement (Ecollege Com)

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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Business Loan Agreement (Factory Card Outlet 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 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Holdings or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (O2wireless Solutions Inc)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such Person 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 be executed in connection with such arrangements offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents document required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution, ownership of securities or other information required under federal or state securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Health Chem 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 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Pen Tab Industries 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Parent or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Mirion Technologies, 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 required under the terms of such underwriting arrangements; provided that no holder of Registrable Covered Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Investor Rights Agreement (GreenHunter Energy, 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 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Investor Registration Agreement (Medirisk Inc)

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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 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; provided provided, that no holder of Registrable Securities or Registrable Preferred Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Osullivan Industries Holdings 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company IGI or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Igi 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Agreement (Ecollege Com)

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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Parent or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.. ARTICLE 13 MISCELLANEOUS 13.1

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Middleby 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 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Nco Group Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such the Person (a) agrees to sell such the 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such the holder and such the holder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Advanced Lighting Technologies Inc)

Participation in Underwritten Registrations. No Person person may participate in any 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 persons 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 the terms of such underwriting arrangements; provided that no holder of Registrable Securities included the Holder, in any underwritten underwritten, registration shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holderthe Holder, the Holder's intended method of distributiondistribution and the Holder's ownership of the Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Inco Homes 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 Securities on the basis provided in any underwriting arrangements approved by the Person or 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distributionas are required by the underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Alterra Healthcare 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 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder holder, such holder’s Registrable Securities and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Williams Controls Inc)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that 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 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 the terms of such underwriting arrangementsarrangements and which are customary in such transactions; provided provided, however, that no holder of Registrable Securities included in any underwritten registration the Optionee shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder the Optionee and such holderthe Optionee's intended method of distribution.

Appears in 1 contract

Samples: Option Purchase Agreement (Texfi Industries 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) timely completes and executes all questionnaires, powers of attorney, customary indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Holder included in any underwritten -------- registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Video Update Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Piggyback Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company in connection therewith, 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; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Digital Domain)

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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Halifax 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 required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Topco or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Mirion Technologies, 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; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding which are customarily in such holder and such holder's intended method of distributionunderwriting arrangements.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Cornell Companies Inc)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such Person 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 be executed in connection with such arrangements offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents document required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution, ownership of securities or other information required under federal or state securities laws.

Appears in 1 contract

Samples: Registration Rights Agreement (Xechem International Inc)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that 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 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 the terms of such underwriting arrangementsarrangements and which are customary in such transactions; provided provided, however, that no holder of Registrable Securities included in any underwritten registration the Purchaser shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder the Purchaser and such holderthe Purchaser's intended method of distribution.

Appears in 1 contract

Samples: Stock and Option Purchase Agreement (Chadbourne Corp Et Al)

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