Common use of Incidental Underwritten Offerings Clause in Contracts

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 hereof and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities as provided in Section 2.2 hereof and subject to the provisions of Section 2.2(b) hereof, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder owning the securities to be distributed by such underwriters. In such event, the Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters. Any such 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 Holder, such Holder's Registrable Securities or other securities of the Company, such Holder's intended method of distribution and any representations, warranties or agreements required by law.

Appears in 13 contracts

Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)

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Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act whether or not for sale for its own account as contemplated by Section 2.2 hereof and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities the Holders as provided in Section 2.2 hereof and subject to the provisions of Section 2.2(b) hereof), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder owning the Holders among the securities to be distributed by such underwriters. In such event, the The participating Holders of Registrable Securities to be distributed by such underwriters shall be parties a party to the underwriting agreement between the Company and such underwritersunderwriters and agrees to (a) sell its securities on the basis provided in any underwriting agreements and (b) complete and execute all customary questionnaires, underwriting agreements and other documents reasonably required under the terms of such underwriting agreements. Any such Holder The Holders 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 Holderthe Holders, such Holder's its Registrable Securities or other securities of the Company, such Holder's and its intended method of distribution and any representations, warranties or agreements other representation required by law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Torch Offshore Inc), Registration Rights Agreement (Torch Offshore Inc)

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 hereof 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder holder of Registrable Securities as provided in Section 2.2 hereof 2.3 and subject to the provisions of Section 2.2(bSections 2.3(a), 2.3(b) hereofand 2.4, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder owning holder among the securities to be distributed by such underwriters. In such event, the Holders The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersunderwriters 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 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 or other securities of the Company, such Holder's intended method of distribution and any representations, warranties or agreements required by law.such

Appears in 1 contract

Samples: Registration Rights Agreement (Source Media Inc)

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 hereof SECTION 2.3 of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder holder of Registrable Securities as provided in Section 2.2 hereof and subject to the provisions SECTION 2.3 of Section 2.2(b) hereofthis Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder owning holder, subject to the limitations set forth in SECTION 2.3 hereof, among the securities to be distributed by such underwriters. In such event, the Holders The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters. Any The Company shall cooperate with any such Holder shall not be required holder of Registration Rights Agreement Registrable Securities in order to make limit any representations or warranties to to, or agreements with with, the Company or the underwriters other than to be made by such holder only to those representations, warranties or agreements regarding such Holderholder, such Holderholder's Registrable Securities or other securities of the Company, and such Holderholder's intended method of distribution and any representations, warranties or agreements other representation required by law.

Appears in 1 contract

Samples: Registration Rights Agreement (Castle Dental Centers Inc)

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Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section section 2.2 hereof and such securities are to be distributed by or through one or more underwritersUnderwriter(s), the Company will, if requested by any Holder of Registrable Securities as provided in Section 2.2 hereof and subject to the provisions of Section 2.2(b) hereof, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder owning the securities to be distributed by such underwriters. In such event, the Selling Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersUnderwriter(s) 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 Underwriter(s) shall also be made to and for the benefit of such Selling Holders and that any or all of the conditions precedent to the obligations of such Underwriter(s) under such underwriting agreement be conditions precedent to the obligations of such Selling Holders. Any such No Selling Holder shall not be required to make any representations or warranties Warranties to or agreements with the Company or the underwriters Underwriter(s) other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities or other securities of the Company, and such Selling Holder's intended method of distribution and any representations, warranties or agreements other representation required by law.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Khanty Mansiysk Oil Corp)

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