Common use of Preparation; Reasonable Investigation Clause in Contracts

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Selling Stockholders, the underwriters and their respective counsels and accountants a reasonable opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 6 contracts

Samples: Stockholders Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Selling StockholdersHolders of Registrable Securities registered under such registration statement, the underwriters their underwriters, if any, and their respective counsels counsel and accountants a reasonable the opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), ) and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC), Registration Rights Agreement (General Electric Capital Corp), Registration Rights Agreement (Krauses Furniture Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Selling Stockholdersholders of the Registrable Securities registered under such registration statement, the underwriters and their underwriters, if any, and their respective counsels counsel and accountants a reasonable the opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the opinion of such holders', such underwriters' and such respective counsel and accountants, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Darling International Inc), Registration Rights Agreement (Bank One Corp), Registration Rights Agreement (Darling International Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Selling Stockholdersholders of Registrable Securities registered under such registration statement, the underwriters their underwriters, if any, and their respective counsels counsel and accountants a reasonable the opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), ) and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Nestle Holdings Inc), Registration Rights Agreement (America Service Group Inc /De), Securities Purchase Agreement (Worms & Co Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, and upon the request of the Holders of Registrable Securities to be registered under such registration statement after notice thereof by the Company, the Company will give the Selling StockholdersHolders of Registrable Securities to be registered under such registration statement, the underwriters their underwriters, and their respective counsels counsel and accountants a reasonable the opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, and each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such reasonable access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the reasonable opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pacificorp /Or/), Registration Rights Agreement (Covol Technologies Inc)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, Agreement the Company will give the Selling Stockholdersholders of Registrable Securities registered under such registration statement, the underwriters their underwriters, if any, and their respective counsels counsel and accountants a reasonable the opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statementstatements, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dianon Systems Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Selling StockholdersHolders of Registrable Securities registered under such registration statement, their underwriters, if any, and one counselor firm of counsel and one accountant or firm. of accountants representing all the Holders of Registrable Securities to be registered under such registration statement, the underwriters and their respective counsels and accountants a reasonable opportunity (but such Persons shall not have the obligation) to participate in the preparation of such registration statement, each prospectus included therein or filed with the SECCommission, and, to the extent practicable, and each amendment thereof or supplement thereto, and, subject to the execution and delivery of a customary confidentiality agreement, will give each of them such access to its books and records (to the extent customarily given to the underwriters of the Company's securities), and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)

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