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 Purchasers, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Nextlink Communications Inc / De), Registration Rights Agreement (Nextlink Communications Inc /De/), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

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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 PurchasersParticipating Holders, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers Participating Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities ActAct provided that the foregoing investigation shall be coordinated by one counsel to the Participating Holders.

Appears in 5 contracts

Samples: Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (NTL Europe Inc), Registration Rights Agreement (NTL Europe 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 Purchasers, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers 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 (Xo Communications Inc), Registration Rights Agreement (Xo Communications Inc), Registration Rights Agreement (Xo Holdings 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 Purchasersany Participating Investor, their its underwriters, if any, and their respective counselcounsel and accountants, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, statements as shall be necessary or appropriatenecessary, in the opinion of the Purchasers 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 (Genesis Health Ventures Inc /Pa), Registration Rights Agreement (Rotech Healthcare 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 PurchasersPenske, their its underwriters, if any, and their its respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers Penske 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 (United Auto Group Inc), Registration Rights Agreement (Penske Capital Partners 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 PurchasersParticipating Holders, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers Participating Holders and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities ActAct provided that the foregoing investigation shall be coordinated by one counsel to the Participating Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (Telewest Global 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 PurchasersIMCG, their its underwriters, if any, and their its respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers IMCG 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 (Penske Capital Partners LLC), Registration Rights Agreement (United Auto Group 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 Purchasers, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers 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 (McLeodusa 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 PurchasersHolders, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities ActAct provided that the foregoing investigation shall be coordinated by one counsel to the Holders.

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (NTL 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 Purchasersparticipating Employees, their underwriters, if any, and their respective counsel, accountants and 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 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 employees and the independent public accountants who have certified its financial statements, and supply all other information reasonably requested by each of them, as shall be necessary or appropriate, in the opinion of the Purchasers participating Employees 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 (Intellesale Com Inc)

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