Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 72 contracts

Samples: Stockholders Agreement (Pernix Therapeutics Holdings, Inc.), Registration Rights Agreement (Dorian LPG Ltd.), Registration Rights Agreement (Canadian Cannabis Corp.)

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Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 45 contracts

Samples: Registration Rights Agreement (Avinger Inc), Form of Registration Rights Agreement (MicroAlgo Inc.), Pledge and Security Agreement (General Finance CORP)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 25 contracts

Samples: ' Rights Agreement (Soundbite Communications Inc), Registration Agreement (Elcom International Inc), Registration Agreement (Lyon Investments B V)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 25 contracts

Samples: Registration Rights Agreement (Outset Medical, Inc.), Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (CrowdStrike Holdings, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 20 contracts

Samples: Registration Rights Agreement (Safety Components International Inc), Registration Rights Agreement (Compass Knowledge Holdings Inc), Registration Rights Agreement (Medical Industries of America Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, opinions and other documents required under the terms of such underwriting arrangements.

Appears in 20 contracts

Samples: Registration Rights Agreement (United Development Funding IV), Registration Rights Agreement (Starwood Waypoint Residential Trust), Registration Rights Agreement (Starwood Waypoint Residential Trust)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 18 contracts

Samples: Registration Rights Agreement, Stockholders’ Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and consistent with the provisions of this Agreement.

Appears in 17 contracts

Samples: Amended and Restated Registration Rights Agreement (Global Pharmaceutical Corp \De\), Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Fleming Robert Inc / Da)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 15 contracts

Samples: Form of Registration Rights Agreement (Chatsworth Acquisitions I Inc), Registration Rights Agreement (Catalyst Lighting Group Inc), Registration Rights Agreement (Wentworth Viii Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custodian agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 13 contracts

Samples: Contribution Agreement (STAG Industrial, Inc.), Contribution Agreement (STAG Industrial, Inc.), Contribution Agreement (STAG Industrial, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 12 contracts

Samples: Miscellaneous Rights Agreement (Pan Pacific Retail Properties Inc), Registration Rights Agreement (Maguire Properties Inc), Registration Rights Agreement (Maguire Properties Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 11 contracts

Samples: Registration Rights Agreement (Quikbyte Software Inc), Registration Rights Agreement (Iporussia Inc), Registration Rights Agreement (Iporussia Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 11 contracts

Samples: Registration Rights Agreement (MPG Office Trust, Inc.), Registration Rights Agreement (Excel Trust, Inc.), Registration Rights Agreement (Excel Trust, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 11 contracts

Samples: Registration Rights Agreement (LNR Capital CORP), Registration Rights Agreement (Newkirk Realty Trust, Inc.), Registration Rights Agreement (Newkirk Realty Trust, Inc.)

Participation in Underwritten Registrations. No Person ------------------------------------------- may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 10 contracts

Samples: Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (Kilroy Realty Corp)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 10 contracts

Samples: Registration Rights Agreement (Memc Electronic Materials Inc), Registration Rights Agreement (Memc Electronic Materials Inc), Registration Rights Agreement (Oxford Health Plans Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 10 contracts

Samples: Stockholders’ Agreement (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (C&J Energy Services, Inc.), Agreement and Plan of Merger (Keane Group, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 9 contracts

Samples: Registration Rights and Lock Up Agreement (KLX Energy Services Holdings, Inc.), Registration Rights Agreement (KLX Energy Services Holdings, Inc.), Registration Rights Agreement (Quintana Energy Services Inc.)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Plains Resources Inc), Stock Purchase Agreement (Plains Resources Inc), Registration Rights Agreement (Amerac Energy Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Arbor Realty Trust Inc), Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments), Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments)

Participation in Underwritten Registrations. No Person The Optionee may not participate in any underwritten registration hereunder which is underwritten unless such Person he (ai) agrees to sell such Person's his securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements under Section 7(e), and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Stock Option Agreement (Nugget Exploration Inc), Stock Option Agreement (Nugget Exploration Inc), Stock Option Agreement (Gohealth Md Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Note Purchase Agreement (Impac Mortgage Holdings Inc), Registration Rights Agreement (Acre Realty Investors Inc), Stock Purchase Agreement (Roberts Realty Investors Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 8 contracts

Samples: Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Amb Property Lp)

Participation in Underwritten Registrations. No Subject to provisions of Section 2.06(a) and Section 2.06(b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Chinos Holdings, Inc.), Registration Rights Agreement (ProSight Global, Inc.), Registration Rights Agreement (ProSight Global, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten Public Offering pursuant to Section 3.02 or 3.03 unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 7 contracts

Samples: Shareholders Agreement (Compucredit Corp), Shareholders Agreement (Winstar Communications Inc), Shareholders Agreement (VHS of Phoenix Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 7 contracts

Samples: Registration Rights Agreement (JCC Holding Co), Registration Rights Agreement (Valuevision International Inc), Registration Rights Agreement (Komag Inc /De/)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Company and other Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, share custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Form of Registration Agreement (Metzler Group Inc), Registration Agreement (Metzler Group Inc), Registration Rights Agreement (Msi Holdings Inc/)

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Registration Rights Agreement.

Appears in 6 contracts

Samples: Shareholders Agreement (Pride International Inc), Shareholders Agreement (Pride International Inc), Shareholders Agreement (First Reserve Corp /Ct/ /Adv)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, lock-up agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Registration Rights Agreement (Recruiter.com Group, Inc.), Registration Rights Agreement (Recruiter.com Group, Inc.), Registration Rights Agreement (Recruiter.com Group, Inc.)

Participation in Underwritten Registrations. No Person holder of Registrable Securities (or its successors or assigns) may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or underwriters and other Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 6 contracts

Samples: Registration Rights Agreement (Fresh Enterprises Inc), Registration Rights Agreement (Colorado Greenhouse Holdings Inc), Shareholders Agreement (Thiokol Corp /De/)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these Registration Rights.

Appears in 6 contracts

Samples: Registration Rights Agreement (Cpi International, Inc.), Management Stockholders Agreement (Cpi International, Inc.), Management Stockholders Agreement (Communications & Power Industries Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Morgans Hotel Group Co.), Investment Agreement (Morgans Hotel Group Co.), Registration Rights Agreement (Morgans Hotel Group Co.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, and (iii) completes and executes any other documents reasonably required by the underwriters in connection with such underwritten offering.

Appears in 5 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Roadrunner Transportation Systems, Inc.), Registration Rights Agreement (Roadrunner Transportation Systems, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any registration underwritten Public Offering, hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (J.Jill, Inc.), Registration Rights Agreement (J.Jill, Inc.), Registration Rights Agreement (Wayne Farms, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Hamilton Insurance Group, Ltd.), Registration Rights Agreement (Amalgamated Financial Corp.), Registration Rights Agreement (Green Bancorp, Inc.)

Participation in Underwritten Registrations. No Person person or entity may participate in any underwritten registration hereunder which is underwritten unless such Person person or entity (a) agrees to sell such Personperson's or entity's securities on the basis provided in any underwriting arrangements approved by the Person persons or Persons entities entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Horizon Mental Health Management Inc), Registration Rights Agreement (Safeguard Health Enterprises Inc), Registration Rights Agreement (Anderson Jack R)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts and commissions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Minotto Gene J), Registration Rights Agreement (Eastman Chemical Co), Registration Rights Agreement (Minotto Gene J)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc), Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc), Registration Rights Agreement (Ddi Capital Corp/Dynamic Details Inc)

Participation in Underwritten Registrations. No Subject to the right of any Holder or Holders to withdraw any request for registration, no Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable and customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 5 contracts

Samples: Registration Rights Agreement (Galen Partners Iii L P), Registration Rights Agreement (Halsey Drug Co Inc/New), Investor Rights Agreement (Integrated Biopharma Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary for similarly situated Persons and are reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (LL Services Inc.), Registration Rights Agreement (Atlantic Broadband Management, LLC), Registration Rights Agreement (Grande Communications Holdings, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten or a block trade unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Shareholders’ Agreement (US BioEnergy CORP), Shareholders’ Agreement (US BioEnergy CORP), Shareholders’ Agreement (US BioEnergy CORP)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (which shall be on the same terms for all holders of securities participating in such registration) and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Universal Compression Holdings Inc), Agreement and Plan of Merger (Universal Compression Inc), Registration Rights Agreement (Weatherford International Inc /New/)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) promptly completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (IBEX LTD), Registration Rights Agreement (IBEX LTD), Registration Rights Agreement (IBEX Holdings LTD)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements on customary terms approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Fat Brands, Inc), Registration Rights Agreement (Fat Brands, Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 5.5(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Shareholders Agreement, Shareholders Agreement (Sensus Metering Systems Inc), Shareholders Agreement (Hawker Beechcraft Notes Co)

Participation in Underwritten Registrations. No Person holder of ------------------------------------------- Registrable Securities may participate in any underwritten registration hereunder which is underwritten unless such Person holder (ai) agrees to sell such Person's securities his or its Common Stock on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements persons who have selected the underwriter and (bii) accurately completes in a timely manner and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Citicorp), Registration Rights Agreement (Dri Acquisition LLC), Registration Rights Agreement for Common Stock (California Pizza Kitchen Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten Underwritten Registration under this Section 8 unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 8 shall be construed to create any additional rights regarding the Registration of Registrable Securities in any Person other than as set forth in this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (American Cellular Corp /De/), Registration Rights Agreement (American Cellular Corp /De/), Registration Rights Agreement (American Cellular Corp /De/)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements agreements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Inc /De/), Execution Version Registration Rights Agreement (Simon Property Group Lp)

Participation in Underwritten Registrations. No Subject to provisions of Sections 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Northern Tier Energy LP), Registration Rights Agreement (Northern Tier Energy, Inc.), Registration Rights Agreement (Neiman Marcus, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.6(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (WL Ross Holding Corp.), Registration Rights and Shareholders’ Agreement (Polymer Holdings LLC), Registration Rights Agreement (J Crew Group Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 4 contracts

Samples: Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Amb Property Corp), Registration Rights Agreement (Regency Realty Corp)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person without (a) agrees agreeing to sell such Person's securities on the basis provided in any properly approved underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes completing and executes executing all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents required under by the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Computer Dynamics Inc), Registration Rights Agreement (Total Control Products Inc), Registration Rights Agreement (Total Control Products Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Classic Cable Inc), Registration Rights Agreement (Classic Communications Inc), Registration Rights Agreement (Classic Communications Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Hill Path Capital LP), Registration Rights Agreement (SeaWorld Entertainment, Inc.), Registration Rights Agreement (Sun Wise (UK) Co., LTD)

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement.

Appears in 4 contracts

Samples: Registration Rights Agreement (Superior Energy Services Inc), Stockholders' Agreement (Inverness Phoenix Partners Lp), Registration Rights Agreement (Superior Energy Services Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Fortegra Group, Inc), Registration Rights Agreement (Tiptree Inc.), Registration Rights Agreement (Sotera Health Co)

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any registration underwritten Public Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Gannett Co., Inc.), Registration Rights Agreement (Gannett Co., Inc.), Registration Rights Agreement (STORE CAPITAL Corp)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and the Holders and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 4 contracts

Samples: Warrant Agreement (Amnex Inc), Warrant Agreement (Angeion Corp/Mn), Warrant Agreement (Consumers Us Inc)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities its shares of Common Stock on the basis provided in any underwriting arrangements approved by the Corporation or any other Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 4 contracts

Samples: Shares Registration Rights Agreement (Divine Interventures Inc), Registration Rights Agreement (Divine Interventures Inc), Series C Registration Rights Agreement (Divine Interventures Inc)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsCompany.

Appears in 3 contracts

Samples: Registration Rights and Shareholder Agreement (International Textile Group Inc), Registration Rights Agreement (Asset Acceptance Capital Corp), Registration Rights and Shareholder Agreement (Culp Inc)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any underwritten registration hereunder which is underwritten unless such Person holder (a) agrees to sell such Personholder's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, escrow agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and consistent with the provisions of this Agreement.

Appears in 3 contracts

Samples: Investment Agreement (Recovery Equity Investors Ii Lp), Registration Rights Agreement (Chadmoore Wireless Group Inc), Registration Rights Agreement (Moore Robert W/Nv)

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Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.05(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Seacor Holdings Inc /New/), Shareholders Agreement (Star Bulk Carriers Corp.), Registration Rights Agreement (Oaktree Capital Management Lp)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.05(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and all applicable securities laws.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sophiris Bio Inc.), Registration Rights Agreement (Sophiris Bio Inc.), Registration Rights Agreement (Sophiris Bio Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement (Conseco Inc), Registration Rights Agreement (Conseco Inc), Registration Rights Agreement (Appaloosa Management Lp)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten thereunder unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Uranium Resources Inc /De/), Registration Rights Agreement (American Medical Providers Inc), Registration Rights Agreement (American Medical Providers Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.07(a) and Section 2.07(c) above and this Section 2.07(d), no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) promptly completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hospitality Investors Trust, Inc.), Management Agreement (American Realty Capital Hospitality Trust, Inc.), Registration Rights Agreement (American Realty Capital Hospitality Trust, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that is underwritten unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: NTN Investor Rights Agreement (NTN Communications Inc), NTN Investor Rights Agreement (NTN Communications Inc), Refusal and Exchange Agreement (NTN Communications Inc)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Omnipoint Corp \De\), Registration Rights Agreement (Prudential Private Equity Investors Iii Lp), Registration Rights Agreement (Shopping Com)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities ’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements related thereto and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 9 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

Appears in 3 contracts

Samples: Registration Rights Agreement (Educate Inc), Registration Rights Agreement (Cherokee International Corp), Registration Rights Agreement (Educate Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (White Mountain Titanium Corp), Loan Agreement (White Mountain Titanium Corp), Registration Rights Agreement (PSM Holdings Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a) and 2.06(b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Certara, Inc.), Registration Rights Agreement (hear.com N.V.), Registration Rights Agreement (Certara, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form and reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights provided for in this Article II.

Appears in 3 contracts

Samples: Registration Rights Agreement (Amb Property Lp), Registration Rights Agreement (Kilroy Realty Corp), Registration Rights Agreement (Kilroy Realty Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten or sold through a placement agent unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting or placement agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting or placement agency agreements and other documents required under the terms of such underwriting or placement agency arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder under this Agreement to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 3 contracts

Samples: Shareholders Agreement, Shareholders Agreement (Regional Management Corp.), Shareholders Agreement (Regional Management Corp.)

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Agreement, no Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any reasonable underwriting arrangements approved by the Person Company or other Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, "lock-up" agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights.

Appears in 3 contracts

Samples: Registration Rights Agreement (Noble International LTD), Registration Rights Agreement (Childrens Place Retail Stores Inc), Registration Rights Agreement (Childrens Place Retail Stores Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder pursuant to this Agreement which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder pursuant to this Agreement to approve such arrangements arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary and are required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Language Line Services Holdings, Inc.), Registration Rights Agreement (Language Line Holdings, Inc.), Registration Rights Agreement (Language Line Costa Rica, LLC)

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration Underwritten Registration hereunder which is underwritten unless such Person holder (ai) agrees to sell such Person's securities holder’s Common Stock on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements persons who have selected the underwriter and (bii) accurately completes in a timely manner and executes all questionnaires, powers of attorney, indemnitiesescrow agreements, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Universal Business Payment Solutions Acquisition Corp), Amendment, Guarantee and Waiver Agreement (Universal Business Payment Solutions Acquisition Corp), Amendment, Guarantee and Waiver Agreement (Universal Business Payment Solutions Acquisition Corp)

Participation in Underwritten Registrations. (a) No Person holder (or its successors or assigns) may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or underwriters and other Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Register Com Inc), Registration Rights Agreement (Register Com Inc), Registration Rights Agreement (Register Com Inc)

Participation in Underwritten Registrations. No Subject to provisions of Section 4.06(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangement and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Stockholders and Registration Rights Agreement (Altice USA, Inc.), Stockholders and Registration Rights Agreement (Altice USA, Inc.), Stockholders and Registration Rights Agreement (Altice USA, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is underwritten unless such Person (a) person agrees to sell such Person's person’s securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under at the terms of price approved by such underwriting arrangementsperson or persons.

Appears in 3 contracts

Samples: Registration Rights Agreement (RigNet, Inc.), Registration Rights Agreement (RigNet, Inc.), Registration Rights Agreement (RigNet, Inc.)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Meridian Financial Corp), Registration and Preemptive Rights Agreement (Sky Games International LTD), Registration and Preemptive Rights Agreement (Harrahs Entertainment Inc)

Participation in Underwritten Registrations. No Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities Registrable Securities on the basis provided in any customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section 9 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

Appears in 3 contracts

Samples: Registration Rights Agreement (THCG Inc), Securities Purchase Agreement (Patel Sanjay H), Registration Rights Agreement (Patel Sanjay H)

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Agreement (Pac-West Telecomm Inc), Registration Agreement (Somera Communications Inc), Registration Agreement (Onepoint Communications Corp /De)

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these Registration Rights.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hhgregg, Inc.), Management Stockholders Agreement (Cpi International, Inc.), Registration Rights Agreement (Cpi International, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.Company and

Appears in 3 contracts

Samples: Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten an Underwritten Offering unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, opinions, lock-up agreements and other documents required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (RiverBanc Multifamily Investors, Inc.), Registration Rights Agreement (Western Asset Mortgage Capital Corp), Registration Rights Agreement (Western Asset Mortgage Capital Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten Registration unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (c) agrees to pay such Person's pro rata portion of all underwriting discounts and commissions.

Appears in 3 contracts

Samples: Registration Rights Agreement (Cramer Rosenthal McGlynn LLC /Adv), Registration Rights Agreement (Brand Charles S), Registration Rights Agreement (Logimetrics Inc)

Participation in Underwritten Registrations. No Subject to the provisions of Sections 2.06(a), (b) and (c) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Denbury Inc), Registration Rights Agreement (Pacific Drilling S.A.), Registration Rights Agreement (Eagle Bulk Shipping Inc.)

Participation in Underwritten Registrations. No Subject to provisions of Section 2.05(a) and (b), no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, lock-up agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Stockholder Agreement (Plantronics Inc /Ca/), Stock Purchase Agreement (Plantronics Inc /Ca/)

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.04(a) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Intercreditor Agreement

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, and (iii) completes and executes any other documents reasonably required.

Appears in 2 contracts

Samples: Registration Agreement (Appliance Warehouse of America Inc), Registration Agreement (Coinmach Corp)

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, 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 (Amgen Inc), Registration Rights Agreement (Amgen Inc)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers power of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Rights Agreement (Screaming Media Com Inc), Screaming Media Com Inc

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any registration Underwritten Public Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (SciPlay Corp), Registration Rights Agreement (SciPlay Corp)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, including, without limitation, any applicable lock-up period, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Stabilis Energy, Inc.), Registration Rights Agreement (Stabilis Energy, Inc.)

Participation in Underwritten Registrations. No Subject to the provisions of Section 4.6(a) and (b) above, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Shareholders’ Agreement (IMS Health Holdings, Inc.), Indemnification Agreement (IMS Health Holdings, Inc.)

Participation in Underwritten Registrations. No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) person agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

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

Participation in Underwritten Registrations. No Person may participate in any registration registation hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lazygrocer Com), Registration Rights Agreement (Lazygrocer Com)

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Appears in 2 contracts

Samples: Buzztime Investor Rights Agreement (NTN Communications Inc), Buzztime Investor Rights Agreement (NTN Communications Inc)

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Section 2.1 or Section 2.3 to the contrary, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person Person: (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such applicable underwriting arrangements., which shall contain customary terms and

Appears in 2 contracts

Samples: Registration Rights Agreement (American Mobile Satellite Corp), Registration Rights Agreement (American Mobile Satellite Corp)

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