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, 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, the underwriters and the 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 2.7. The holders of Registrable Securities to be distributed by such underwriters 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 Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Appears in 2 contracts

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

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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 SECTION 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, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.7SECTION 2.6. The Such holders of Registrable Securities to be distributed ----------- sold by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 or any other representation representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (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, 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 each such holder, the underwriters and 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 and contribution to the effect and to the extent provided in Section 2.7. The holders of the Registrable Securities proposed to be distributed by such underwriters shall, as a condition to inclusion will cooperate with the Company in the negotiation of their the underwriting agreement. Such holders of Registrable Securities in such registration, 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 1 contract

Samples: Registration Rights Agreement (Polaroid Corp)

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 2.13(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 the 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, including without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.710 below. The holders Holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 holderHolder's Registrable Securities and such holderHolder'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 offerings by holders of Registrable Securities pursuant to a registration requested under Section SECTION 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, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.7SECTION 2.6. The Such holders of Registrable Securities to be distributed sold by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 or any other representation representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Polyphase Corp)

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 2.1section 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 each such holder, the underwriters and 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 and contribution to the effect and to the extent provided in Section 2.7section 9.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 ownership of the Registrable Securities to be sold and such holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Datum 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, 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 the 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 2.7. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 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 SECURITIES pursuant to a registration requested under Section 2.11.1, 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, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.71.7. 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, as a condition to inclusion of their Registrable Securities in such registration, 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 registrable Securities and such holder'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, 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 and to each such holder, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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, 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 Registrable Securities and such holder's intended method of distribution and any other representation required under the Securities Act or any applicable state securities laws in connection with any registration contemplated by lawSection 2.1 or 2.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Corrpro Companies Inc /Oh/)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1section 13.1, 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, the underwriters holder and the Companyunderwriters, 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 2.7section 13.6. The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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, representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement 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 1 contract

Samples: Non Voting Common Stock Purchase Warrant (Granite Broadcasting 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 2.14.1, 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, the underwriters and the Company, each selling Stockholder 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 and contribution to the effect and to the extent provided in Section 2.74.7. The holders Each selling Stockholder will cooperate with the Company in the negotiation of Registrable Securities the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof. Such selling Stockholder shall be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, be parties party to such underwriting agreement and may, at their its 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 selling Stockholder 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 obligation of such holders of Registrable Securitiesselling Stockholder. Any such holder of Registrable Securities No selling Stockholder 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 holderselling Stockholder, such holderselling Stockholder's Registrable Securities and Securities, such holderselling Stockholder's intended method of distribution and any other representation representations required by law.

Appears in 1 contract

Samples: Stockholders' Agreement (Homestore Com 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 2.1section 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, the underwriters and 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 and contribution to the effect and to the extent provided in Section 2.7section 9.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 ownership of the Registrable Securities to be sold and such holder'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 pursuant to a the registration requested maintained under Section 2.1section 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, the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.7section 9.7. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 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 of Registrable Securities pursuant to a registration requested under Section 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, the underwriters and 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 and contribution to the effect and to the extent provided in Section 2.7. The holders of the Registrable Securities proposed to be distributed by such underwriters shall, as a condition to inclusion will cooperate with the Company in the negotiation of their the underwriting agreement. Such holders of Registrable Securities in such registration, 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 Registrable Securities and such holder'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 registration requested under Section 2.1, 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, the Designated Holder and the underwriters and the 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 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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.the indemnity

Appears in 1 contract

Samples: Registration Rights Agreement (Air Cure Technologies Inc /De)

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, the 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, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.8. 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, as a condition to inclusion of their Registrable Securities in such registration, 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 representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and or any other representation 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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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, 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 holderRegistrable Securities (or Warrants therefor), the underwriters Company and the Company, 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 and contribution to the effect and to the extent provided in Section 2.7. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 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 registration the Full Demand Registration requested under Section 2.1, 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 and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Recoton Corp)

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 2.1Demand 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 the 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 2.72.6. The holders Holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Encore Acquisition Co)

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, 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 and to each such holder, holder and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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, 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 Registrable Securities and such holder's intended method of distribution and any other representation required under the Securities Act or any applicable state securities laws in connection with any registration contemplated by lawSection 2.1 or Section 2.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Corrpro Companies Inc /Oh/)

Requested Underwritten Offerings. If requested by the -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.11.1, the 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, holder and the underwriters and the Company, and to contain such representations and warranties by the Company and aand such other terms as are generally prevailing in agreements agreement of this that type, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.71.7. The holders of the Registrable Securities negotiation of the underwriting agreement. Such holders of Registrable Securities to be distributed sold by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 all 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 or any other representation representations required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Flotek Industries Inc/Cn/)

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, 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 the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Subordinated Note and Warrant Purchase 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, 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 the 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 2.7. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 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 2.12(a), the Company will enter into an underwriting agreement with such underwriters for such offering, such . Such agreement to shall be reasonably satisfactory in substance and form to each the holders of a majority of the Registrable Securities requesting such holder, registration and the underwriters and the Company, and to shall contain such representations and warranties by the Company and by the selling shareholders 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 2.72(e). The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 In addition, the Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of holders of Registrable Securities to and for the benefit of such underwriters shall not also be required to make any representations or warranties to or agreements with made and for the Company or benefit of 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 lawCompany.

Appears in 1 contract

Samples: Registration Rights Agreement (Asset Acceptance Capital Corp)

Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration Full Demand Registration requested under Section 2.1, 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 and the underwriters and the Company, 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 and contribution to the effect and to the extent provided in Section 2.72.6. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Recoton 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, 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 holder of such holder, Registrable Securities (or Warrants therefor) and the underwriters and the Company, and to contain such representations and warranties by the Company and such other terms as are generally prevailing customary in agreements of this type, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.7. The holders of Registrable Securities to be distributed by such underwriters shall, as a condition to inclusion of their Registrable Securities in such registration, 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 1 contract

Samples: Registration Rights Agreement (Hallwood Consolidated Resources Corp)

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