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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.
Appears in 13 contracts
Samples: Stock Purchase Agreement (Bet Associates Lp), Registration Rights Agreement (Velocity Express Corp), Stock Purchase Agreement (Velocity Express 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 and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 11 contracts
Samples: Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (DZS 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 10 contracts
Samples: Registration Agreement (Physicians Formula Holdings, Inc.), Registration Agreement (Masada Security Holdings Inc), Registration Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable ’s ownership of its shares of Equity Securities to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 9 contracts
Samples: Registration Rights Agreement (System1, Inc.), Registration Rights Agreement (System1, Inc.), Registration Rights Agreement (Wejo Group LTD)
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 ’s Registrable 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; provided, that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations obligations, or provide any information, to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 2.8 hereof.
Appears in 7 contracts
Samples: Registration Rights Agreement (FGI Industries Ltd.), Registration Rights Agreement (Definitive Healthcare Corp.), Registration Rights Agreement (FGI Industries Ltd.)
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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.
Appears in 6 contracts
Samples: Registration Rights Agreement (PureTech Health PLC), Registration Rights Agreement (Gelesis Inc), Registration Rights Agreement (Jefferies Capital Partners LLC)
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 4 contracts
Samples: Registration Rights Agreement (210 Capital, LLC), Securities Purchase Agreement (Crossroads Systems Inc), Registration Rights Agreement (210/P10 Acquisition Partners, LLC)
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ownership of its shares of Common Stock to be sold in the offering and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 4 contracts
Samples: Registration Rights Agreement (Seven Stars Cloud Group, Inc.), Registration Rights Agreement (AMERICAN POWER GROUP Corp), Registration Rights Agreement (Net TALK.COM, 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 ’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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 4 contracts
Samples: Investor Rights Agreement (SCG Financial Acquisition Corp.), Registration Rights Agreement (SCG Financial Acquisition Corp.), Registration Rights Agreement (SCG Financial Acquisition 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, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that PROVIDED THAT no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp), Registration Agreement (Ditech 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 securities on the basis provided in any underwriting arrangements approved by 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; provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holderHolder, such holderHolder's ownership of its Registrable Securities to be sold in the offering and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 3 contracts
Samples: Registration Rights Agreement (TORM PLC), Registration Rights Agreement (TORM PLC), Registration Rights Agreement (TORM PLC)
Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten unless such the Person (a) agrees to sell such Person's securities on accept the basis provided in any terms of the underwriting arrangements approved agreement as agreed upon by the Person or Persons entitled hereunder to approve such arrangements Company and the underwriters selected in accordance with this Agreement, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, however, that this Article IX will not require any holder of Registrable Securities to agree to any lock up agreement or market standoff agreement other than those permitted by Section 5.1 hereof and that no holder of Registrable Securities included in any underwritten registration shall be required to (i) make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such the holder and the holder, such holder's Registrable Securities and such holder's ’s intended method of distribution or to undertake (ii) provide any indemnification obligations to the Company or the underwriters with respect thereto, except other than as otherwise provided in Section 7 hereof8.2.
Appears in 3 contracts
Samples: Registration Rights Agreement (Huron Consulting Group Inc.), Registration Rights Agreement (Huron Consulting Group Inc.), Registration Rights Agreement (Huron Consulting Group 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 customary 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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable ’s ownership of its Equity Securities to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 3 contracts
Samples: Registration Rights Agreement (Alight Group, Inc.), Registration Rights Agreement (Abu Dhabi Investment Authority), Registration Rights Agreement (Blackstone Holdings III L.P.)
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof6.
Appears in 3 contracts
Samples: Equity Exchange Agreement (Daybreak Oil & Gas, Inc.), Registration Rights Agreement (RYB Education, Inc.), Registration Rights Agreement (Ares Commercial Real Estate 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Warren Resources Inc), Registration Rights Agreement (Scriptgen Pharmaceuticals Inc), Participation Rights Agreement (Hughes Communications Satellite Services 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 arrangements, and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Investor Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 2 contracts
Samples: Note Purchase Agreement (Steelcloud Inc), Registration Rights Agreement (Steelcloud 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; provided, provided that no holder Holder of Registrable Securities Common Stock included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 8 hereof.
Appears in 2 contracts
Samples: Supplemental Registration Rights Agreement (Zam Holdings L P), Supplemental Registration Rights Agreement (Cosi 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 Exhibit A to Equityholders Agreement EXHIBIT F the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, 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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Class A Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Stockholders Agreement (P10, Inc.), Stockholders Agreement (P10, 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 required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holderHolder, such holder's Registrable Securities Holder’s ownership of its shares of Common Stock to be sold in the offering and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Clipper Realty 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofthereto (other than the representations the holder or holders make with respect to intended method of distribution).
Appears in 2 contracts
Samples: Registration Agreement (Black Hawk Gaming & Development Co Inc), Registration Agreement (Diversified Opportunities Group LTD)
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 ’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 in a timely manner; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s title to the securities and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Thoma Cressey Equity Partners Inc), Registration Rights Agreement (Affordable Residential Communities 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in Section 6(a) hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Si International Inc), Registration Rights Agreement (Si International 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; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 8 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lipocine Inc.), Registration Rights Agreement (Lipocine Inc.)
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 and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that PROVIDED THAT no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities title to the securities and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 2 contracts
Samples: Registration Agreement (Rural Cellular Corp), Registration Agreement (Madison Dearborn Capital Partners Iii Lp)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section SECTION 7 hereof.
Appears in 2 contracts
Samples: Registration Agreement (Zimmerman Sign Co), Zimmerman Sign Company (Boner Tom E)
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 reasonably required under the terms of such underwriting arrangements; provided, that no holder Holder of Registrable Securities -------- included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 8 hereof.
Appears in 2 contracts
Samples: Safescience Newco Registration Rights Agreement (Safescience Inc), Registration Rights Agreement (Safescience 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 holders of a majority of the Person or Persons entitled hereunder to approve Registrable Securities being registered in such arrangements registration and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangements; provided, that that, no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise to the extent of the indemnification provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Registration Rights Agreement (Clean Diesel Technologies Inc), Registration Rights Agreement (Baldor Electric 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's title to and authority to sell the Registrable Securities and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Adams Laboratories, Inc.), Preferred Stock Registration Rights Agreement (Adams Laboratories, 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; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 8 hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement (BG Medicine, Inc.), Investor Rights Agreement (BG Medicine, 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 reasonably required under the terms of such underwriting arrangements; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 9 hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement (BG Medicine, Inc.), Investor Rights Agreement (BG Medicine, Inc.)
Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such Person holder: (a) agrees to sell such Personholder's securities on the basis provided in any underwriting arrangements approved contemplated by the Person or Persons entitled hereunder to approve such arrangements offering; and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, however, that no holder of Registrable Securities included in any underwritten registration shall will be required to make make: (i) any representations or warranties to the Company or Newco, the underwriters or other Persons other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution; or (ii) any indemnities to undertake any indemnification obligations Newco, the underwriter or other Persons on terms which are not substantially identical to the Company or the underwriters with respect thereto, except as otherwise provided provisions in Section 7 hereof7(b) above.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pca Valdosta Corp), Registration Rights Agreement (Tenneco Inc /De)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 2 contracts
Samples: Registration Agreement (L90 Inc), Registration Agreement (L90 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 required under the terms of such underwriting arrangements; provided, however, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Registration Rights Agreement (Computer Vision Systems Laboratories Corp.), Registration Rights Agreement (Computer Vision Systems Laboratories 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section paragraph 7 hereof.
Appears in 2 contracts
Samples: Registration Agreement (Focal Communications Corp), Registration Rights Agreement (Avteam Inc)
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 and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements in a timely manner; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities title to the securities and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gevity Hr), Registration Rights Agreement (Jda Software Group Inc)
Participation in Underwritten Registrations. No Person person may participate in any 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 approved by the Person 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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 2 contracts
Samples: Registration Agreement (Immunogen Inc), Registration Agreement (Immunogen 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; provided, that notwithstanding (a) and (b), no Investor that is a holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Registration Rights Agreement (ELAH Holdings, Inc.), Registration Rights Agreement
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof4.5.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Fmsa Holdings Inc), Stockholders’ Agreement (Fmsa Holdings 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 ’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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 7 6 hereof, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3(a) hereof.
Appears in 2 contracts
Samples: Registration Agreement (Pathology Solutions, LLC), Registration Rights Agreement (Aurora Diagnostics, Inc.)
Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person 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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Issuer or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company Issuer or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 2 contracts
Samples: Registration Rights Agreement (Eco-Stim Energy Solutions, Inc.), Registration Rights Agreement (Eco-Stim Energy Solutions, 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 ’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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ’s title to and authority to sell the Registrable Securities and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nanosphere Inc), Registration Rights Agreement (Nanosphere 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.. --------- -9-
Appears in 1 contract
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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 7 paragraph 6 hereof, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in paragraph 3(a) hereof.
Appears in 1 contract
Samples: Registration Agreement (NightHawk Radiology Holdings 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
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; provided, provided that no -------- ---- holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or and the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
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 ’s Registrable 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; provided, that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Xxxxxx’s intended method of distribution distribution) or to undertake any indemnification obligations obligations, or provide any information, to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 2.8 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (FGI Industries Ltd.)
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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 5 hereof.
Appears in 1 contract
Samples: Registration Agreement (Argosy Education 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 ’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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Partnership or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company Partnership or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Instructure Holdings, 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; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 9 hereof.
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof2.7.
Appears in 1 contract
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.. -43- 146
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Komag Inc /De/)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to of the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 Paragraph 6 hereof.
Appears in 1 contract
Samples: Registration Agreement (Monitronics International 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 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 questionnairesquestion naires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters underwrit ers (other than representations and warranties regarding such holder, such holder's ownership of and right to transfer the Registrable Securities Securities, and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ’s ownership of its shares of Registrable Securities to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof3.07(d).
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof2.8.
Appears in 1 contract
Samples: Registration Rights Agreement (Birner Dental Management Services Inc)
Participation in Underwritten Registrations. (a) 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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6.7 hereof.
Appears in 1 contract
Samples: Warrant Purchase and Registration Agreement (Akorn Inc)
Participation in Underwritten Registrations. No Person 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; providedPROVIDED THAT, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
Samples: Participation Rights Agreement (Singapore Telecommunications LTD)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 5 hereof.
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Velocity Express 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 customary 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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder, such holder's Registrable ’s ownership of its Equity Securities to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 1 contract
Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)
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; provided, that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holderHolder, such holderHolder's Registrable Securities ownership of its shares of Common Stock to be sold in the offering and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof6.
Appears in 1 contract
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 reasonably required under the terms of such underwriting arrangements; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 8 hereof.
Appears in 1 contract
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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 5 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Great Lakes Dredge & Dock 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 (other than powers of attorney) required under the terms of such underwriting arrangements; provided, PROVIDED that no holder of Registrable Securities included in any underwritten registration Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofSECTION 2.7.
Appears in 1 contract
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; providedprovided that, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
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 customary underwriting arrangements approved by the 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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than customary representations and warranties regarding such holder, such holder's Registrable ’s ownership of its Equity Securities to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof9.
Appears in 1 contract
Samples: Registration Rights Agreement (Getty Images Holdings, 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 securities ’s Registrable 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; provided, that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution distribution) or to undertake any indemnification obligations obligations, or provide any information, to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 2.8 hereof. 2.9.
Appears in 1 contract
Samples: Registration Rights Agreement (First Watch Restaurant Group, Inc.)
Participation in Underwritten Registrations. (a) 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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, holder and such holder's ’s ownership of the Registrable Securities and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof6.
Appears in 1 contract
Samples: Registration Rights Agreement (ACA Capital Holdings Inc)
Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person 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 and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofherein.
Appears in 1 contract
Participation in Underwritten Registrations. No Person may participate in any registration 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; provided, provided that no holder of the Registrable Securities included in any underwritten registration Registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ’s title to and authority to sell the Registrable Securities and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof3.4.
Appears in 1 contract
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.
Appears in 1 contract
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ownership of its shares of Common Stock to be sold in the offering and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof6.
Appears in 1 contract
Samples: Registration Rights Agreement (Twinlab Consolidated Holdings, 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 required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its Common Stock to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Xponential Fitness, 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 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 questionnairesquestionaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of and right to transfer the Registrable Securities Securities, and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
Samples: Regent Assisted (Prudential Private Equity Investors Iii Lp)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution") or to undertake any indemnification obligations to the Company or of the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 4 hereof.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Oregon Baking Co Dba Marsee Baking)
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof15(f).
Appears in 1 contract
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 reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Investor Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities title to such shares and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
Samples: Registration Agreement (Zefer 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, -34- 40 powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof15(f).
Appears in 1 contract
Participation in Underwritten Registrations. No Person Holder may participate in any registration hereunder which is underwritten unless such Person Holder (a) agrees to sell such PersonHolder'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; provided, that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 8 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Women First Healthcare Inc)
Participation in Underwritten Registrations. No Person person may participate in any 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 person or Persons 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; provided, PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company Corporation or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofthis SECTION 2.
Appears in 1 contract
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Advantage Payroll Services 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 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; provided, PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section paragraph 7 hereof.
Appears in 1 contract
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its Common Shares to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof8.
Appears in 1 contract
Samples: Registration Rights Agreement (Atlas Financial Holdings, 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 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
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; provided, that no -------- holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.
Appears in 1 contract
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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or and the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 6 hereof.
Appears in 1 contract
Samples: Registration Agreement (Marlin Business Services 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 required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ’s ownership of its units or shares of Common Equity to be sold in the offering and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof7.
Appears in 1 contract
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; provided, provided that no holder the holders of Registrable Securities included in any underwritten registration shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's the holders of Registrable Securities and such holder's its intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 paragraph 5 hereof.
Appears in 1 contract
Participation in Underwritten Registrations. No Person person may participate in any registration 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 (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofSECTION 5 HEREOF.
Appears in 1 contract
Samples: Registration Rights Agreement (General Employment Enterprises Inc)
Participation in Underwritten Registrations. No Person 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; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities and such holder or holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 6(b) hereof, or to the underwriters with respect thereto, except as otherwise provided in Section 7 6(a) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Merisant Worldwide, 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 required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 6 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Project Angel Parent, LLC)
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; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities ownership of its shares of Common Stock to be sold in the offering and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereofSECTION 7.
Appears in 1 contract
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; provided, that PROVIDED THAT no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company EDI or the underwriters (other than representations and warranties regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution distribution) or to undertake any indemnification obligations to the Company EDI or the underwriters with respect thereto, except as otherwise provided in Section 7 4.3 hereof.
Appears in 1 contract
