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 Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agents, if any, and its respective counsel and accountants reasonable access to its books and records 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, in the opinion of the Holder's and such underwriters' or agents' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 9 contracts

Samples: Restructuring Agreement (Frederick Brewing Co), H) (Snyder International Brewing Group LLC), Restructuring Agreement (Snyder International Brewing Group LLC)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering the Shares under the Securities Act pursuant to this Agreementand each sale of the Shares thereunder, the Company will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, access to its books financial and records other records, pertinent corporate documents and properties of the Company 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, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 9 contracts

Samples: Registration Rights Agreement (Motorola Inc), Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Freescale Semiconductor Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act pursuant to this AgreementAct, the Company will give the Holder, in Selling Investors and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers officers, counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's Selling Investors and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Vornado Realty Trust), Registration Rights Agreement (Prime Group Realty Trust), Registration Rights Agreement (Prime Group Realty Trust)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering the Shares under the Securities Act pursuant to this Agreementand each sale of the Shares thereunder, the Company Holdings will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, access to its books financial and records other records, pertinent corporate documents and properties of Holdings and such opportunities to discuss the business of the Company Holdings with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act pursuant to this AgreementAct, the Company will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records 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, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, subject in all cases to mutually acceptable confidentiality arrangements.

Appears in 3 contracts

Samples: Registration Rights Agreement (CBL & Associates Properties Inc), Registration Rights Agreement (CBL & Associates Properties Inc), Registration Rights Agreement (CBL & Associates Properties Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering or offering Eligible Securities under the Securities Act pursuant to this AgreementAct, the Company will give the HolderInvestors, in any of the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsSelling Investors and the underwriters, if any, and its their respective counsel and accountants accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers officers, counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's and such underwriters' or agents' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act; provided, that the Company may require them to enter into a customary confidentiality agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (MGM Growth Properties Operating Partnership LP), Registration Rights Agreement (MGM Growth Properties LLC), Registration Rights Agreement (MGM Growth Properties LLC)

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 Holder, in the case of registration of Registrable Shares pursuant to Section 11(b)Shareholder, its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto and will give each of them such access to its books and records 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, in the opinion of the Holder's and such underwriters' or agents' respective counselCompany, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Registration Rights and Shareholder Agreement (International Textile Group Inc), Registration Rights and Shareholder Agreement (Culp Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities or Other Securities under the Securities Act pursuant to this AgreementAct, the Company will give all Holders and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers directors, officers, employees, counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's any Holder and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (West Teleservices Corp), Registration Rights Agreement (West Gary L)

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 HolderHolders, and their counsel and accountants, the opportunity to participate in the case preparation of such registration of Registrable Shares pursuant to Section 11(b)statement, its underwriters each prospectus included therein or agents, if anyfiled with the Commission, and its respective counsel each amendment thereof or supplement thereto, and accountants reasonable will give it such access to its books and records 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, in the opinion of the Holder's and such underwritersHolders' or agents' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Torch Offshore Inc), Registration Rights Agreement (Torch Offshore Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement registering the Investor Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give such Investor and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, drafts of such Registration Statement for their review and comment prior to filing and such access to its books and records 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, in the opinion of the Holder's such Investor and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Investor Rights Agreement (Silvergate Capital Corp), Investor Rights Agreement (Silvergate Capital Corp)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act pursuant to this AgreementAct, the Company will give Investor and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records 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, in the opinion of the Holder's Investor and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Incidental Registration Rights Agreement (Macerich Co), Incidental Registration Rights Agreement (Macerich Co)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement the Shelf Registration under the Securities Act pursuant to this AgreementAct, the Company will give the Holder, Issuee and its counsel the opportunity to participate in the case preparation of such registration of Registrable Shares pursuant to Section 11(b)statement, its underwriters each prospectus included therein or agents, if anyfiled with the Commission, and its respective counsel each amendment thereof or supplement thereto, and accountants reasonable will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's and such underwriters' or agents' respective Issuee’s counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

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

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the HolderSelling Holders, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such reasonable 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, in the opinion of the Holder's and such underwriters' or agents' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Jfax Com Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering the Shares under the Securities Act pursuant to this Agreementand each sale of the Shares thereunder, the Company Propel will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, access to its books financial and records other records, pertinent corporate documents and properties of Propel and such opportunities to discuss the business of the Company Propel with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Propel Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement registering the Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give 2018 Investors and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsUnderwriters, if any, and its their respective counsel and accountants reasonable accountants, drafts of such Registration Statement for their review and comment prior to filing and such access to its books and records 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, in the opinion of the Holder's such 2018 Investors and such underwriters' Underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Rights Agreement (Silvergate Capital Corp)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement registering the Investor’s Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the Holder, in Investor and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, drafts of such Registration Statement for their review and comment prior to filing and such reasonable and customary access to its books and records 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, in the opinion of the Holder's Investor and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, subject in all cases to mutually acceptable confidentiality arrangements.

Appears in 1 contract

Samples: Investor Rights Agreement (Avenue Financial Holdings, Inc.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement registering the Investors’ Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give such Investors and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, drafts of such Registration Statement for their review and comment prior to filing and such access to its books and records 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, in the opinion of the Holder's such Investors and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Rights Agreement (Silvergate Capital Corp)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act pursuant to this AgreementAct, the Company will give all Holders and the Holder, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers directors, officers, employees, counsel and the independent public accountants accountants, who have certified its financial statements as shall be necessary, in the opinion of the Holder's any Holder and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Styles on Video Inc)

Preparation; Reasonable Investigation. In connection with ------------------------------------- the preparation and filing of each registration statement registering Shares under the Securities Act pursuant to this Agreement, the Company will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business business, financial condition and results of operations of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (New York Farm Bureau Service Co Inc)

Preparation; Reasonable Investigation. In connection with --------- ------------------------------------- the preparation and filing of each registration statement registering the Shares under the Securities Act pursuant to this Agreementand each sale of the Shares thereunder, the Company will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwriters, if any, and its their respective counsel and accountants reasonable accountants, access to its books financial and records other records, pertinent corporate documents and properties of the Company 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, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Osca Inc)

Preparation; Reasonable Investigation. In connection with ------------------------------------- the preparation and filing of each registration statement registering the Shares under the Securities Act pursuant to this Agreementand each sale of the Shares thereunder, the Company will give the Holder, in Selling Holders and the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters or agentsunderwritters, if any, and its their respective counsel and accountants reasonable accountants, access to its books financial and records other records, pertinent corporate documents and properties of the Company 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, in the opinion of the Holder's Selling Holders and such underwriters' underwriters or agents' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Ixnet 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 Holder, in the case of registration Holders of Registrable Shares pursuant Securities to Section 11(b)be registered under such registration statement, its their underwriters or agents, if any, and its their respective counsel and accountants reasonable access to its books and records 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, in the opinion of the Holder's such Holders' and such underwriters' or agents' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Employment Agreement (America West Airlines 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 HolderParticipating Holders, in the case of registration of Registrable Shares pursuant to Section 11(b), its underwriters their Securities Underwriters or agents, if any, and its their respective counsel and accountants accountants, reasonable access to its books and records 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, in the opinion of the Holder's such Holders' and such underwritersSecurities Underwriters' or agents' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Tokheim Corp)

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 Holder, in the case of registration holders of Registrable Shares pursuant Securities registered under such registration statement the opportunity to Section 11(b)review such registration statement, its underwriters each prospectus included therein or agentsfiled with the Commission, if anyand, and its respective counsel and accountants reasonable access to its books and records the extent practicable, each amendment thereof or supplement thereto, 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, in the opinion of the Holder's and such underwriters' or agents' respective counselholders, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Nashville Country Club Inc)

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