Common use of Selection of Underwriter Clause in Contracts

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate in a Company Registration and related offering, Purchasers shall enter into, and sell its Registrable Securities only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting Purchasers’ participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, may withdraw therefrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten days prior to the effectiveness of the applicable registration statement and the Registrable Securities of Purchasers shall thereupon be withdrawn from such registration.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Zone Mining LTD), Securities Purchase Agreement (Uni-Pixel)

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Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate Purchaser participates in a Company Registration and related offeringoffering pursuant to Section 4.13(b), Purchasers Purchaser shall enter into, and sell its Registrable Securities only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ Purchaser's participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting Purchasers’ Purchaser's participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove Purchaser disapproves of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Purchaser may withdraw therefrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten days prior to the effectiveness of the applicable registration statement and the Registrable Securities of Purchasers Purchaser shall thereupon be withdrawn from such registration.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rapid Link Inc), Securities Purchase Agreement (Rapid Link Inc)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate the Holder participates in a Company Registration and related offering, Purchasers the Holder shall enter into, and sell its Registrable Securities Warrant Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ the Holder’s participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Warrant Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting Purchasers’ the Holder’s participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove the Holder disapproves of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Holder may withdraw therefrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten days prior to the effectiveness of the applicable registration statement and the Registrable Securities Warrant Shares of Purchasers the Holder shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Zone Mining LTD)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate Vohra participates in a Company x Xxmpany Registration and related offeringoffering pursuant to Section 2.1, Purchasers Vohra shall enter intointx, and xxd sell its her Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ Vohra's participation in the xx xxx offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ Vohra's participation in the xx xxx Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove of the Vohra disapproves xx xhe features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Vohra may withdraw therefrom thxxx xrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers Vohra shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate Happas participates in a Company Registration and related offeringoffering pursuant to Section 2.1, Purchasers Happas shall enter into, and sell its Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ Happas's participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ Happas's participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove Happas disapproves of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Happas may withdraw therefrom there from (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers Happas shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate in a Company Keppler participates xx x Xxmpany Registration and related offeringoffering pursuant to Section 2.1, Purchasers Keppler shall enter intoixxx, and xxd sell its his Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ participation in the Keppler's participatixx xx xxx offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ participation in the Keppler's participatixx xx xxx Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove of the Keppler disapprovxx xx xhe features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Keppler may withdraw therefrom xxxxx xrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers Keppler shall thereupon thexxxxxx be withdrawn from such registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement andagreement, the timing of the registration and related offering, counsel to the Company, and all other administrative matters related to the registration and related offering. To the extent that Purchasers participate the HFCP Investors or the Management Voting Trust participates in a Company Registration and related offeringoffering pursuant to Section 3.1, Purchasers the HFCP Investors and the Management Voting Trust, as the case may be, shall enter into, and sell its their Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ the HFCP Investors' and Management Voting Trust's respective participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting Purchasers’ the HFCP Investors' and Management Voting Trust's respective participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove the HFCP Investors or the Management Voting Trust disapproves of the features of the Company Registration and related offering, Purchasers the HFCP Investors or such individual Purchaserthe Management Voting Trust, as the case may be, may elect to withdraw therefrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten three (3) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers the HFCP Investors or the Management Voting Trust, as the case may be, shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Young & Rubicam Inc)

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Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate the Investor participates in a Company Registration and related offeringoffering pursuant to Section 2.1, Purchasers the Investor shall enter into, and sell its Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ the Investor's participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ the Investor's participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove the Investor disapproves of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Investor may withdraw therefrom there from (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers the Investor shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Selection of Underwriter. Any Company Purchaser Registration and related offering shall be managed by the Company; the Company Purchaser. The Purchaser shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate Seller participates in a Company Purchaser Registration and related offering, Purchasers Seller shall enter into, and sell its Registrable Securities only pursuant to, the underwriting arranged by the CompanyPurchaser, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ Seller's participation in the offering and to provide any assurances reasonably requested by the Company Purchaser and the managing underwriter(s) in that regard, or shall deliver to the Company Purchaser in custody certificates representing all Registrable Securities to be included in the registration and shall execute and deliver to the Company Purchaser a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting Purchasers’ Seller's participation in the Company Purchaser Registration and related offering and otherwise reasonably satisfactory to the CompanyPurchaser. If Purchasers disapprove Seller disapproves of the features of the Company Purchaser Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Seller may withdraw therefrom (in whole or part) by written notice to the Company Purchaser and the managing underwriter(s) delivered no later than ten days prior to the effectiveness of the applicable registration statement and the Registrable Securities of Purchasers Seller shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vpgi Corp)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate in a Company Haught participates ix x Xxmpany Registration and related offeringoffering pursuant to Section 2.1, Purchasers Haught shall enter intoinxx, and xxd sell its his Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ participation in the Haught's participatiox xx xxx offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ participation in the Haught's participatiox xx xxx Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove of the Haught disapprovex xx xhe features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Haught may withdraw therefrom txxxx xrom (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers Haught shall thereupon thereupox be withdrawn from such registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Selection of Underwriter. Any Company Registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement and, the timing of the registration and related offering. To the extent that Purchasers participate the Investor participates in a Company Registration and related offeringoffering pursuant to Section 3.1, Purchasers the Investor shall enter into, and sell its Registrable Securities Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect Purchasers’ the Investor's participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities Shares to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form inform and substance appropriate for the purpose of effecting Purchasers’ the Investor's participation in the Company Registration and related offering and otherwise reasonably satisfactory to the Company. If Purchasers disapprove the Investor disapproves of the features of the Company Registration and related offering, Purchasers or such individual Purchaser, as the case may be, Investor may withdraw therefrom there from (in whole or part) by written notice to the Company and the managing underwriter(s) delivered no later than ten (10) days prior to the effectiveness of the applicable registration statement and the Registrable Securities Shares of Purchasers the Investor shall thereupon be withdrawn from such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Innerspace Corp)

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