Common use of Underwriting; Selection of Underwriters Clause in Contracts

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheld).

Appears in 6 contracts

Samples: Registration Rights Agreement (Key3media Group Inc), Registration Rights Agreement (Key3media Group Inc), Registration Rights Agreement (Key3media Group Inc)

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Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which Holder who requested registration was requested in the Request so electelects, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders Holder may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating HoldersHolder. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which Holder who requested such registration was requested in the Request (such approval not to be unreasonably withheld).

Appears in 4 contracts

Samples: Registration Rights Agreement (Retail Ventures Inc), Registration Rights Agreement (Schottenstein RVI LLC), Registration Rights Agreement (Value City Department Stores Inc /Oh)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 4 contracts

Samples: Registration Rights Agreement (BlueLinx Holdings Inc.), Registration Rights Agreement (Vanguard Car Rental Group Inc.), Pledge and Security Agreement (Inamed Corp)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 3 contracts

Samples: Registration Rights Agreement (Exco Resources Inc), Registration Rights Agreement (Exco Resources Inc), Stock Purchase Agreement (Miller Douglas H)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in this Section 2.2(a)2.2, if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require require, in accordance with Section 2.4 below, that all Persons (including other Holders) Holders participating in such registration sell their Registrable Securities to the Underwriters underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If Except to the extent the MLP has otherwise already agreed to hire designated underwriters as required by the terms of the Private Placement, if any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyInitiating Holders, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request MLP (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Founders Registration Rights Agreement (Legacy Reserves Inc.), Registration Rights Agreement (Legacy Reserves L P)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the Company shall use its best efforts to ensure that the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Registration Rights Agreement (Wexford Management LLC), Registration Rights Agreement (First New England Dental Centers Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything --------------------------------------- to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Registration Rights Agreement (World Wrestling Federation Entertainment Inc), Registration Rights Agreement (World Wrestling Federation Entertainment Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyInitiating Holders for which registration was requested in the Request, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Company (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Registration Rights Agreement (Harber Lacy J), Registration Rights Agreement (Owl Creek I Lp)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company for any underwriter that was not a manager or co-manager of any public offering by the Company or otherwise sufficiently familiar with the business of the Company (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Royalty Agreement (WorldSpace, Inc), Registration Rights Agreement (WorldSpace, Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.1(a) or Section 2.2(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such a Shelf Registration or a Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Shelf Registration or Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyMajority Holders of the Registration, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Company (such approval not to be unreasonably withheld).

Appears in 2 contracts

Samples: Registration Rights Agreement (Dynaresource Inc), Registration Rights Agreement (Dynaresource Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a3.01(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Samples: Registration Rights Agreement (Anesiva, Inc.)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Icg Communications Inc /De/)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If Except to the extent the Company has otherwise already agreed to hire designated Underwriters as required by the terms of the financing required to consummate the Stockholder Agreements, if any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Exco Resources Inc)

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Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.01(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters Underwriter and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request subject to the approval of the Company (such approval not to be unreasonably withheldwithheld or delayed).

Appears in 1 contract

Samples: Warrant Shares Registration Rights Agreement (Pulse Electronics Corp)

Underwriting; Selection of Underwriters. Notwithstanding anything ---------------------------------------- to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Wellington Properties Trust)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Outsource International Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything --------------------------------------- to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request Request, subject to the approval of the Company (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Polyphase Corp)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, Company subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheldwithheld or delayed).

Appears in 1 contract

Samples: Registration Rights Agreement (Atp Oil & Gas Corp)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in this Section 2.2(a)2.2, if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering Offering; and such Initiating Holders may require require, in accordance with Section 2.3 below, that all Persons (including other Holders) Holders participating in such registration sell their Registrable Securities to the Underwriters underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If Except to the extent the MLP has otherwise already agreed to hire designated underwriters as required by the terms of the Private Placement, if any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyInitiating Holders, subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request MLP (such approval not to be unreasonably withheld).

Appears in 1 contract

Samples: Registration Rights Agreement (Legacy Reserves L P)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.1(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, Company subject to the approval of the Initiating Majority Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheld)Registration.

Appears in 1 contract

Samples: Investors Rights Agreement (Clean Harbors Inc)

Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.2(a2.01(a), if the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Initiating Holders may require that all Persons persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters Underwriter and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, Company subject to the approval of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Request (such approval not to be unreasonably withheldwithheld or delayed).

Appears in 1 contract

Samples: Warrant Shares Registration Rights Agreement (Atp Oil & Gas Corp)

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