Common use of Participation in Underwritten Registration Clause in Contracts

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 32 contracts

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

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Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.

Appears in 17 contracts

Samples: Registration Rights Agreement (GeoEye, Inc.), Registration Rights Agreement (Devcon International Corp), Registration Rights Agreement (Ascendia Brands, Inc.)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 9 contracts

Samples: Registration Rights Agreement (Atp Oil & Gas Corp), Registration Rights Agreement (Key3media Group Inc), Registration Rights Agreement (World Wrestling Federation Entertainment Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements (the holders of Registrable Securities in a registration pursuant to Section 3 and the Company in a piggyback registration pursuant to Section 4(d)), and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Micros to Mainframes Inc), Registration Rights Agreement (MTM Technologies, Inc.), Registration Rights Agreement (MTM Technologies, Inc.)

Participation in Underwritten Registration. Notwithstanding ------------------------------------------ anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (World Wrestling Federation Entertainment Inc), Registration Rights Agreement (Polyphase Corp), Registration Rights Agreement (Wellington Properties Trust)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration Registration Statement which involves an Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any such underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Insignia Financial Group Inc /De/), Registration Rights Agreement (Insignia Financial Group Inc /De/), Exchange Agreement (Insignia Financial Group Inc /De/)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all customary questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Lubys Inc), Registration Rights Agreement (Newpark Resources Inc), Registration Rights Agreement (Pappas Christopher James)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrarycontrary in this Section 2, no Person may participate in any underwritten registration Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Advanced Environmental Recycling Technologies Inc), Registration Rights Agreement (H.I.G. Aert, LLC), Registration Rights Agreement (Celadon Group Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably and customarily required under the terms of such underwriting arrangements.

Appears in 3 contracts

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

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements (the holders of Registrable Securities in a Demand Registration pursuant to SECTION 3(D) and the Company in a piggyback registration pursuant to SECTION 4(D)), and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights and Stockholders Agreement (Pacific Ethanol, Inc.), Registration Rights and Stockholders Agreement (Pacific Ethanol, Inc.)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person (ia) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (iib) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these Registration Rights.

Appears in 2 contracts

Samples: Registration Rights Agreement (Citation Corp /Al/), Registration Rights Agreement (Citation Corp /Al/)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all customary questionnaires, powers of attorney, indemnities, custody underwriting agreements, underwriting agreements lock-ups and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Duke Energy Field Services Corp), Registration Rights Agreement (Phillips Petroleum Co)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person person may participate in any underwritten registration Underwritten Offering hereunder unless such Person person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

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

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell its such Person’s securities on the same terms and conditions basis provided in any underwritten underwriting arrangements that are customary and approved by the Persons entitled hereunder to approve such arrangement Parent and (iib) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (SXC Health Solutions Corp.), Registration Rights Agreement (New Mountain Partners Lp)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Asc Holdings Inc), Registration Rights Agreement (American Skiing Co /Me)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrarycontrary in this Section 4.1(c), no Person may participate in any underwritten registration Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Net Element, Inc.), Shareholder Rights Agreement (Net Element, Inc.)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person No person may ------------------------------------------ participate in any underwritten registration hereunder unless such Person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Zd Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person No person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell its such person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnitieslock-up agreements, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Kabuskiki Kaisha Jyupitaterekomu)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Innovative Food Holdings Inc)

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Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements (the holders of Registrable Securities in a Demand Registration pursuant to Section 3(d) and the Company in a piggyback registration pursuant to Section 4(d)), and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Pacific Ethanol, Inc.)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder that is underwritten unless such Person Person: (ia) agrees to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons Person(s) entitled hereunder to approve such arrangement arrangements and (iib) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Project Software & Development Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements (the holders of the Registrable Securities in a Demand Registration pursuant to Section 4(d) and the Company in a Piggyback Registration pursuant to Section 5(d)), and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Motient Corp)

Participation in Underwritten Registration. Notwithstanding ------------------------------------------ anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

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

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements (the holders of the Registrable Securities in a Demand Registration pursuant to Section 3(c) and the Company in a piggyback registration pursuant to Section 4), and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Megapro Tools Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person without (ia) agrees agreeing to sell its securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement Company and (iib) accurately completes completing and executes in a timely manner executing all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under by the terms of such Company or pursuant to the Company’s underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Analex Corp)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangement and arrangements, (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) completes and executes any other documents reasonably required in connection therewith.

Appears in 1 contract

Samples: Registration Rights Agreement (Golden State Vintners Inc)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person No person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Goldman Sachs Group Lp)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person No Registering Member may participate in any underwritten registration Registration hereunder unless such Person Registering Member (i) agrees to sell its securities his Registrable Securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangement select the underwriter pursuant to Paragraph 7.12.1 above, and (ii) accurately completes and executes in a timely manner and executes all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably customarily required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Listerhill Total Maintenance Center LLC)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration Underwritten Shelf Take-Down hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements underwriting agreement pertaining to such Underwritten Shelf Take-Down approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnitiescustody agreements, custody lock-up agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Rights Agreement (Walt Disney Co/)

Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no No Person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell its such Person's securities on the same terms and conditions basis provided in any underwritten underwriting arrangements approved by the Persons person entitled hereunder to approve such arrangement arrangements and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 1 contract

Samples: Registration Agreement (National Propane Partners Lp)

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