Common use of Requested Underwritten Offerings Clause in Contracts

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities and such holder’s intended method of distribution and any other representation required by law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Remora Royalties, Inc.), Registration Rights Agreement (Remora Royalties, Inc.)

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Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder holder, the underwriters and the underwriters Company, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.8 below2.7. The holders of Registrable Securities to be distributed by such underwriters shall shall, as a condition to inclusion of their Registrable Securities in such registration, be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Quantum Energy Partners L P), Preferred Stock Purchase Agreement (Texoil Inc /Nv/)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Flashnet Communications Inc), Registration Rights Agreement (CRC Evans International Inc)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a the registration requested under Section 2.1 abovesection 9.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 belowsection 9.6. The holders of Registrable Securities to be distributed by such underwriters shall execute and deliver and be parties to such underwriting agreement as a condition to such holder's participation in the offering 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. Any such No holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's ownership of the Registrable Securities to be sold and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Inmac Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities SECURITIES pursuant to a registration requested under Section 2.1 above1.1, the Company company will use all reasonable efforts to enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below1.7. The holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities to be distributed sold by such underwriters shall be parties to such underwriting agreement 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. Any such holder holders of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable 's registrable Securities and such holder’s 's intended method of distribution and or any other representation representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Tosi Lp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each holder of such holder Registrable Securities (or Warrants therefor) and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Equity Compression Services Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each holder of such holder Registrable Securities and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Equity Compression Services Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in underwriting agreements of this the same type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.6. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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 shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Crown Crafts Inc)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each holder of such holder Registrable Securities (or Warrants therefor), the Company and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Boots & Coots International Well Control Inc)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a the registration requested under Section 2.1 abovesection 9.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 belowsection 9.6. The holders of Registrable Securities to be distributed by such underwriters shall execute and deliver and be parties to such underwriting agreement as a condition to such holder's participation in the offering 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. Any such No holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder’s 's ownership of the Registrable Securities to be sold and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Datum Inc

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities the Holders pursuant to a registration requested under Section 2.1 aboveShelf Registration Statement, the Company will shall enter into an a customary underwriting agreement with such a managing underwriter or underwriters for such offering, such selected by the Majority Holders. Such underwriting agreement to shall be satisfactory in form and substance to the Majority Holders and form to each such holder and the underwriters and to shall contain such representations and warranties by by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities customary provisions relating to the effect indemnification and to the extent provided in Section 2.8 belowcontribution. The holders of Registrable Securities to be distributed by such underwriters Each Holder shall be parties a party to such underwriting agreement 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 Securitieseach Holder. Any such holder of Registrable Securities No Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holderHolder, such holder’s its ownership of and title to the Registrable Securities Securities, and such holder’s its intended method of distribution distribution; and any liability of any Holder to any underwriter or other representation required by lawperson under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (NTL Inc)

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Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders Holders of Registrable Securities pursuant to a registration requested under Section 2.1 above3(a), the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder Holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, including without limitation, indemnities to the effect and to the extent provided in Section 2.8 10 below. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties 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. Any such holder Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwritiers other than representations, warranties or agreements regarding such holderHolder, such holder’s Holder's Registrable Securities and such holder’s Holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Dune Energy Inc)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will use reasonable efforts to enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Execution Copy Registration Rights Agreement (Polaroid Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering offerings by holders of Registrable Securities pursuant to a registration requested under Section 2.1 aboveSECTION 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 belowSECTION 2.6. The Such holders of Registrable Securities to be distributed sold by such underwriters shall be parties to such underwriting agreement 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. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and or any other representation representations required by applicable law.

Appears in 1 contract

Samples: ________________________________________ (Polyphase Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 above2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.7. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities shall be parties to such underwriting agreement 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 on conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Dianon Systems Inc)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a the registration requested maintained under Section 2.1 abovesection 9.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder holder, the underwriters and the underwriters Company and to contain such representations and warranties by the Company and such other terms as are generally prevailing customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 belowsection 9.7. The holders of Registrable Securities to be distributed by such underwriters 20 shall be parties to such underwriting agreement 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. Any such No holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representationsrepresenta- tions, warranties or agreements regarding such holder, such holder’s Registrable Securities holder and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Dixon Ticonderoga Co)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders Holders of Registrable Securities pursuant to a registration requested under Section 2.1 aboveDemand Registration, the Company and all sellers will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to each such holder Holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 below2.6. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement 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 Holders of Registrable Securities. Any such holder Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder’s 's Registrable Securities and such holder’s 's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Encore Acquisition Co)

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