Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 11 contracts
Samples: Registration Rights Agreement (BioNumerik Pharmaceuticals, Inc.), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give one representative designated by the Holders of a majority of the Registrable Securities registered under included in such registration statement, their underwriters, if any, and one counsel or firm of special counsel and one accountant or accounting firm of accountants representing all similarly designated by the Holders of a majority of the Registrable Securities to be registered under included in such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, thereto and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective β counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 6 contracts
Samples: Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statementSelling Stockholders, the underwriters and their respective counsels and accountants a reasonable opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 6 contracts
Samples: Subscription and Tender Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records (to the extent customarily given to underwriters of the Company's securities) and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 4 contracts
Samples: Registration Rights Agreement (Krauses Furniture Inc), Registration Rights Agreement (Worms & Co Inc), Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records (to the extent customarily given to underwriters of the Company's securities) and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holdersholders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Worms & Co Inc), Registration Rights Agreement (Nestle Holdings Inc), Securities Purchase Agreement (Healthcare Capital Partners Lp)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, and upon the Company will give request of the Holders of Registrable Securities to be registered under such registration statementstatement after notice thereof by the Company, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Company will give the Holders of Registrable Securities to be registered under such registration statement, their underwriters, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Covol Technologies Inc), Registration Rights Agreement (Pacificorp /Or/)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holdersholders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Ergobilt Inc), Representative's Warrant Agreement (Bio Aqua Systems Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement under the applicable Securities Act pursuant to this AgreementLaws, the Company will give the Holders Holder, if the Holder has requested that any of its Registrable Securities registered under be included in such registration statementregistration, their the underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statementaccountants, the opportunity to participate in the preparation drafts and final copies of such registration statementRegistration Statement, each preliminary or summary prospectus included therein or filed with the Commission, respect thereto and each amendment thereof or supplement thereto, at least 1 business day prior to the filing thereof with the SEC, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' the Holder and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Orthostrategies Acquisition Corp), Registration Rights Agreement (Langer Partners LLC)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders (such holders' counsel and firm of Registrable Securities accountants to be registered under appointed by the holders of a majority of such registration statementRegistrable Securities), the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holdersholders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bionutrics Inc), Stock Acquisition Agreement (Bionutrics Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company Borrower will give the Holders holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company Borrower with its officers and the independent public accountants who have certified its financial statements as shall be necessary, necessary in the opinion of such Holdersholders' and such underwriters' respective counsel, counsel to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give holders of 51% of the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, shall be entitled to appoint a lead underwriters and one a lead counsel or firm of to represent the Holders. The Company will give such lead underwriter and lead counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or counselor firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements Statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statementInvestor, their underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included PAWNMART INC. 8% CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT - Page 42 43 therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holdersholders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Samples: 8% Convertible Preferred Stock and Warrant Purchase Agreement (Pawnmart Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or counselor firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this AgreementNote, the Company will give the Holders holders of Registrable Securities Underlying Shares registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders holders of Registrable Securities Underlying Shares to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, necessary in the opinion of such Holdersholders' and such underwriters' respective counsel, counsel to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, Agreement the Company will give the Holders holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of their respective counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statementstatements, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and (to the extent customarily given to the underwriters of the Company's securities), such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holdersholders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Preparation; Reasonable Investigation. In connection with ------------------------------------- the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Petroglyph Energy Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counsel or counselor firm of counsel and one accountant or firm firm. of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)
Preparation; Reasonable Investigation. In connection with the preparation and filing of each the registration statement under the Securities Act pursuant to this AgreementAct, the Company shall (i) not be required under Section 4 to include any of the Investor's securities in such underwriting, unless the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriter selected by it and (ii) will give the Holders of Registrable Securities registered under such registration statementInvestor, their underwriters, if any, and one counsel or firm of counsel and one accountant or firm of accountants representing all the Holders of Registrable Securities to be registered under such registration statementtheir respective counsel, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' Investor and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Appears in 1 contract