Underwriting Due Diligence Etc Sample Clauses
The 'Underwriting; Due Diligence, Etc.' clause defines the obligations and procedures related to the investigation and assessment of a company or offering prior to a financial transaction, such as a securities issuance. It typically outlines the rights of underwriters or investors to review relevant documents, conduct interviews, and verify information about the issuer to ensure accuracy and compliance. This clause serves to protect parties by ensuring that all material facts are disclosed and evaluated, thereby reducing the risk of misrepresentation or undisclosed liabilities.
Underwriting Due Diligence Etc. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company will enter into an underwriting agreement with such underwriters for such offering, which, (x) in the case of a Morgan Demand, shall be in form reasonably acceptable to MSLEF II an▇ (▇) in the case of a SIBV Demand, shall be in form reasonably acceptable to SIBV, and which, in the case of a Company Registration Process, shall be in form reasonably acceptable to the Company, any such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution (provided that any indemnities and contribution shall, unless MSLEF II or the Agent (as defined below) or SIBV, as the case may be, agrees otherwise, be to the effect and only to the extent provided in Section 10 hereof) and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 6(e) hereof; provided, however, the Company may negotiate and agree to differing indemnification obligations with respect to the underwriters, provided such indemnification obligations (i) do not adversely affect the Selling Holders with respect to their rights and obligations hereunder and (ii) shall not excuse the Company from entering into (or delaying the execution of) an underwriting agreement on the terms as provided herein. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement, and 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 Selling Holders. In no event shall any Selling Holder be required to make any representation or warranty, other than as to its ownership of the Registrable Securities and as to due authorization, execution and enforceability with respect to it of the underwriting agreement. Such underwriter shall be instructed to use its reasonable best efforts to affect a wide distribution of the Common Stock so long as doing so shall not, in any manner, adversely affect the marketing (including timing) or price of such shares. The Company, if requested by MSLEF II or SI...
Underwriting Due Diligence Etc