Common use of Shelf and Demand Registrations Clause in Contracts

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 of this Agreement. Each Investor shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and each Investor shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor shall 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 Investor’s title to the Registrable Securities, intended method of distribution and any other representations to be made by such Investor as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor under such agreement shall not exceed such Investor’s proceeds from the sale of their Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 4 contracts

Samples: Second Securities Purchase Agreement (pSivida Corp.), Securities Purchase Agreement (pSivida Corp.), Second Registration Rights Agreement (EyePoint Pharmaceuticals, Inc.)

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Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors Purchaser and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 of this Agreement. Each Investor Purchaser shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and each Investor Purchaser shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor Purchaser 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 InvestorPurchaser, Purchaser’s title to the Registrable Securities, Purchaser’s intended method of distribution and any other representations to be made by such Investor Purchaser as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor Purchaser under such agreement shall not exceed such InvestorPurchaser’s proceeds from the sale of their its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 3 contracts

Samples: Registration Rights Agreement (AxoGen, Inc.), Registration Rights Agreement by And (AxoGen, Inc.), Securities Purchase Agreement (AxoGen, Inc.)

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration Registration or sale under Sections 3.1 or 3.2Section 3.1, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors Principal Stockholder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 of this Agreement3.9. Each Investor The Principal Stockholder shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and each Investor such parties shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor The Principal Stockholder 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 Investor’s itself, its title to the Registrable Securities, the intended method of distribution and any other representations to be made by such Investor as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor the Principal Stockholder under such agreement shall not exceed the aggregate amount of proceeds received by such Investor’s proceeds parties from the sale of their Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 2 contracts

Samples: Registration Rights Agreement (Petco Health & Wellness Company, Inc.), Registration Rights Agreement (PET Acquisition LLC)

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 3.6 of this Agreement. Each Investor shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and each Investor shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor shall 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 Investor, such Investor’s title to the Registrable Securities, such Investor’s intended method of distribution and any other representations to be made by such Investor as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor under such agreement shall not exceed such Investor’s proceeds from the sale of their Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 1 contract

Samples: Registration Rights Agreement (SELLAS Life Sciences Group, Inc.)

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Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration Registration or sale under Sections Section 3.1 or Section 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors participating Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 of this Agreement3.9. Each Investor The participating Holders shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereofagreement, and each Investor such parties shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor The participating 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 Investor’s itself, its title to the Registrable Securities, the intended method of distribution and any other representations to be made by such Investor as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor each Holder under such agreement shall not exceed the aggregate amount of proceeds received by such Investor’s proceeds Holder from the sale of their Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 1 contract

Samples: Registration Rights Agreement (Claire's Holdings LLC)

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a registration Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Investors and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9 3.6 of this Agreement. Each Investor The Investors shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and each Investor the Investors shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. No Investor The Investors 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 the Investors, Investor’s title to the Registrable Securities, Investor’s intended method of distribution and any other representations to be made by such the Investor as are generally prevailing in agreements of that type, and the aggregate amount of the liability of any Investor the Investors under such agreement shall not exceed such Investor’s the Investors’ proceeds from the sale of their Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Appears in 1 contract

Samples: Registration Rights Agreement (Venus Concept Inc.)

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