Common use of Piggyback Underwritten Offerings Clause in Contracts

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Appears in 9 contracts

Samples: Registration Rights Agreement (Emerald Holding, Inc.), Registration Rights Agreement, Registration Rights Agreement

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Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically provided by such Holder for use in the registration statement and prospectusParticipating Holder.

Appears in 9 contracts

Samples: Registration Rights Agreement (Jones Mark Evan), Registration Rights Agreement (Colby Michael C.), Contribution Agreement (Goosehead Insurance, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Majority Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement underwriting agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectusprospectus (in each case unless otherwise agreed by the underwriters and Majority Participating Holders).

Appears in 9 contracts

Samples: Assumption Agreement (Molekule Group, Inc.), Assumption Agreement (AeroClean Technologies, Inc.), Assumption Agreement (AeroClean Technologies, LLC)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any In the case of a registration pursuant to Section 2.2, any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless In the case of a registration pursuant to Section 2.2, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Appears in 7 contracts

Samples: Registration Rights Agreement (Southeastern Grocers, Inc.), Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.), Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company Splitco shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any In the case of a registration pursuant to Section 2.2, any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Splitco to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, that the Company Splitco shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless In the case of a registration pursuant to Section 2.2, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company Splitco or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Appears in 6 contracts

Samples: Reorganization Agreement (Fidelity National Financial, Inc.), Joinder Agreement (Cannae Holdings, Inc.), Joinder Agreement (Cannae Holdings, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, then all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically provided by such Participating Holder for use in the registration statement and prospectus.

Appears in 6 contracts

Samples: Registration Rights Agreement (Signify Health, Inc.), Registration Rights Agreement (Signify Health, Inc.), Registration Rights Agreement (BRP Group, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectusstatement.

Appears in 5 contracts

Samples: Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.24.02 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Participating Holder, its ownership of of, and title to to, the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement (as set forth in the penultimate sentence of Section 4.09(b) of this Agreement) and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically provided by such Participating Holder for use (as set forth in the registration statement and prospectuspenultimate sentence of Section 4.09(b) of this Agreement).

Appears in 4 contracts

Samples: Stockholders Agreement (Cellectis S.A.), Stockholders Agreement (Calyxt, Inc.), Stockholders Agreement (Calyxt, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, then all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require require, to the fullest extent permitted by applicable law, that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically provided by such Participating Holder for use in the registration statement and prospectus.

Appears in 3 contracts

Samples: Registration Rights Agreement (Royalty Pharma PLC), Registration Rights Agreement (Royalty Pharma PLC), Registration Rights Agreement (Royalty Pharma PLC)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require (unless otherwise agreed by (i) the underwriters and (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (b) the Majority Participating Holders for such underwritten offering) that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however. that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by (i) the respective underwriters and (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (b) the Majority Participating Holders and the underwritersfor such offering, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the any registration statement or prospectus and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement underwriting agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the any registration statement and or prospectus.

Appears in 2 contracts

Samples: Assumption Agreement (Traeger, Inc.), Assumption Agreement (TGPX Holdings I LLC)

Piggyback Underwritten Offerings. In the case of a registration or offering pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require (unless otherwise agreed by (i) the underwriters and (ii) the Applicable Initiating Holders) that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the any registration statementstatement or prospectus. Unless otherwise agreed by (i) the respective Participating Holders underwriters and (ii) the underwritersApplicable Initiating Holders, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the any registration statement or prospectus and its intended method of sale or distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement underwriting agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the any registration statement and or prospectus.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)

Piggyback Underwritten Offerings. In If the case Company proposes to register any of a registration pursuant its securities under the Securities Act as contemplated by Section 2.2 and such securities are to Section 2.2be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in offered and sold by such registration Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be subject parties to the underwriting agreement between the Company and such underwriting agreement. Any Participating Holder underwriters and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwritersto, each such Participating Holder shall not be required to make any representations or warranties to or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, the absence of litigation against the holder in respect of its ownership intended distribution of and title to the Registrable Securities, any written information specifically provided by the identity of such Participating Holder for inclusion in holder, such holder's due organization and good standing, such holder's authority to execute and deliver the registration statement underwriting agreement, such holder's Registrable Securities (including title and its absence of liens) and such holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received representations required by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectusapplicable law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Genesee & Wyoming Inc), Registration Rights Agreement (1818 Fund Iii Lp)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distributionstatement; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall not relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectusstatement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Americold Realty Trust), Registration Rights Agreement (Americold Realty Trust)

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Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 that involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, then all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementRegistration Statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties warranties, or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement Registration Statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement the Registration Statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically provided by such Participating Holder for use in the registration statement Registration Statement and prospectusProspectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kingfish Holding Corp), Agreement and Plan of Merger (Kingfish Holding Corp)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.2 which involves an underwritten offering, if the Company shall have determined to enter into an underwriting agreement in connection therewith, then all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require require, to the fullest extent permitted by applicable law, that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such the registration statement and in no event shall relate be limited to anything other than liability for written information about such Holder specifically Confidential Treatment Requested by Royalty Pharma plc Pursuant to 17 C.F.R. Section 200.83 provided by such Participating Holder for use in the registration statement and prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Royalty Pharma PLC)

Piggyback Underwritten Offerings. In If the case Company at any time proposes to register any of a its securities under the Act as contemplated by Section 4.3 and such securities are to be distributed by or through one or more underwriters, the Company will use its best efforts, if requested by any Holder of Registrable Securities, who requests piggyback registration of Registrable Securities in connection therewith pursuant to Section 2.2, if 4.3 to arrange for such underwriters to include the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in offered and sold by such registration Holder among the securities to be distributed by or through such underwriters, provided that, for purposes of this sentence, "best efforts" shall not require the Company to reduce the amount or sale price of such securities proposed to be distributed by or through such underwriters. The Holders of Registrable Securities to be distributed by such underwriters shall be subject parties to the underwriting agreement between the Company and such underwriting agreement. Any Participating Holder may, at its option, require that any or all of underwriters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such Participating Holder Holders of Registrable Securities, and the Company will cooperate with such Holders of Registrable Securities to the end that any or all of the conditions precedent to the obligations of such underwriters Holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be conditions precedent otherwise satisfactory to the obligations such Holders. Such Holders of such Participating Holder; provided that the Company Registrable Securities shall not be required by the Company to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements (including customary indemnity agreements) with the Company or the underwriters other than reasonable representations, warranties or agreements regarding such Participating Holder, its ownership of such Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method or methods of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received representation required by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectuslaw.

Appears in 1 contract

Samples: Subscription Agreement (Md Labs Inc)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus. General .

Appears in 1 contract

Samples: Investment Agreement (Emerald Holding, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.22.1, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Bisnode Registrable Securities of the Bisnode Participating Holders to be included in such registration shall be subject to such underwriting agreement. Any In the case of a registration pursuant to Section 2.1, any Bisnode Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Bisnode Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Bisnode Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Bisnode Participating Holder for inclusion in the registration statement. Unless In the case of a registration pursuant to Section 2.1, unless otherwise agreed by the respective Bisnode Participating Holders and the underwriters, each such Bisnode Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Bisnode Participating Holder, its ownership of and title to the Bisnode Registrable Securities, any written information specifically provided by such Bisnode Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Bisnode Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Bisnode Participating Holder upon the sale of Bisnode Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Bisnode Holder specifically provided by such Bisnode Holder for use in the registration statement and prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties bylay, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Party City Holdco Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the reasonable and customary representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (MN8 Energy, Inc.)

Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the reasonable and customary representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Appears in 1 contract

Samples: Registration Rights Agreement (MN8 Energy, Inc.)

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