Common use of Piggyback Underwritten Offerings Clause in Contracts

Piggyback Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding the absence of litigation against the holder in respect of its intended distribution of Registrable Securities, the identity of such holder, such holder's due organization and good standing, such holder's authority to execute and deliver the underwriting agreement, such holder's Registrable Securities (including title and absence of liens) and such holder's intended method of distribution or any other representations required by applicable law.

Appears in 2 contracts

Samples: Registration Rights Agreement (1818 Fund Iii Lp), Registration Rights Agreement (Genesee & Wyoming Inc)

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Piggyback Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding the absence of litigation against the holder in respect of its intended distribution of Registrable Securities, the identity of such holder, such holder's due organization and good standing, such holder's authority to execute and deliver the underwriting agreement, such holder's Registrable Securities (including title and absence of liens) and such holder's intended method of distribution or any other representations required by applicable law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Z Tel Technologies Inc), Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

Piggyback Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder holder of Registrable SecuritiesSecurities as provided in this Section 2.2 and subject to the provisions of Section 2.2(d) hereof, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No Any such holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters other than representations, warranties or agreements regarding the absence of litigation against the holder in respect of its intended distribution of Registrable Securities, the identity of such holder, such holder's due organization and good standing, such holder's authority to execute and deliver the underwriting agreement, such holder's Registrable Securities (including title and absence of liens) and such holder's intended method of distribution or and any other representations representation required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Cahoon Arthur L)

Piggyback Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding the absence of litigation against the holder in respect of its intended distribution of Registrable Securities, the identity of such holder, such holder's due organization and good standing, such holder's authority to execute and deliver the underwriting agreement, such holder's Registrable Securities (including title and absence of liens) and such holder's intended method of distribution or any other representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Wi Lan Inc)

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Piggyback Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders Holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding the absence of litigation against the holder in respect of its intended distribution of Registrable Securities, the identity of such holder, such holder's due organization and good standing, such holder's authority to execute and deliver the underwriting agreement, such holder's Registrable Securities (including title and absence of liens) and such holder's intended method of distribution or any other representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

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