Common use of Preparation; Reasonable Investigation Clause in Contracts

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration statement.

Appears in 12 contracts

Samples: Registration Rights Agreement (Cambridge Display Technology, Inc.), Registration Rights Agreement (Encore Capital Group Inc), Registration Rights Agreement (Telegroup Inc)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will give the holders Holders of such Registrable Securities so to be registered and under such registration statement, their underwriters, if any, and their respective one counsel or 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 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 the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on certified its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with Holders' and such registration statementunderwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 11 contracts

Samples: Registration Rights Agreement (Bionumerik Pharmaceuticals Inc), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc), Registration Rights Agreement (Bionumerik Pharmaceuticals Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will give one representative designated by the holders Holders of such a majority of the Registrable Securities so to be registered and their underwriters, if anyincluded in such registration statement, and their respective one special counsel and accountants accounting firm similarly designated by the Holders of a majority of the Registrable Securities included in such registration statement, the 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, thereto and will give each of them such access to the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on certified its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with such registration statementHolders’ counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration statement.

Appears in 4 contracts

Samples: Registration Rights Agreement (MJD Communications Inc), Registration Rights Agreement (MJD Communications Inc), Registration Rights Agreement (Ixl Enterprises Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will shall give counsel to the holders of such Registrable Securities so to be registered and their underwritersregistered, if anythe managing underwriter(s), and their respective counsel counsel, accountants and accountants other representatives and agents the 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 shall give each of them such the foregoing parties access to the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements in each case as shall be reasonably requested by such holders each of the foregoing parties in connection with such registration statement.

Appears in 4 contracts

Samples: Registration Rights Agreement (CVR Energy Inc), Management Registration Rights Agreement (CVR Energy Inc), Registration Rights Agreement (CVR Energy Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities so are to be so registered and their underwriters, if any, and their respective counsel and accountants accountants, the 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 the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on certified its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with and such registration statementunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Westfield America Inc), Registration Rights Agreement (Westfield Holdings LTD /), Registration Rights Agreement (Westfield America Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will shall give the holders counsel referred to in clause (c) of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants Section 3 the 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, to the extent that the foregoing relate to the disposition of Registrable Securities, and will shall give each of them such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements in each case as shall be reasonably requested by such holders counsel in connection with such registration statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jorgensen Earle M Co /De/), Registration Rights Agreement (Reliance Steel & Aluminum Co)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities so are to be so registered and their underwriters, if any, and their respective counsel and accountants accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports a report on its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with and such registration statementunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Stockholders Agreement (Talecris Biotherapeutics Holdings Corp.), Stockholders Agreement (Talecris Biotherapeutics Holdings Corp.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Steel Dynamics Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested requested,by such holders in connection with such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Encore Capital Group Inc)

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Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration regis tration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cencom Cable Entertainment Inc /New)

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration regis- tration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Ixl Enterprises Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities so are to be so registered and their underwriters, if any, and their respective counsel and accountants accountants, the 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 the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports a report on its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with and such registration statementunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Arm Financial Group Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will shall give the holders counsel referred to in clause (c) of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants Section 6 the 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, to the extent that the foregoing relate to the disposition of Registrable Securities, and will shall give each of them such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements in each case as shall be reasonably requested by such holders counsel in connection with such registration statement.

Appears in 1 contract

Samples: Stockholders Agreement (Evergreen Solar Inc)

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities so are to be so registered and their underwriters, if any, and their respective counsel counsel, accountants and accountants other agents the 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 the financial its books and other records, pertinent corporate documents and properties of the Company and its subsidiaries records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports a report on its financial statements as shall be reasonably requested by necessary, in the opinion of such holders in connection with and such registration statementunderwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Seagram Co LTD)

Preparation; Reasonable Investigation. In connection ------------------------------------- with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the holders of such Registrable Securities so to be registered and their underwriters, if any, and their respective counsel and accountants the 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 the financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued audit reports on its financial statements as shall be reasonably requested by such holders in connection with such registration reg- istration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Telegroup Inc)

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