Common use of Reasonable Investigation Clause in Contracts

Reasonable Investigation. The Company shall: (a) give the holders of Registrable Securities, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto; (b) give each such holder and underwriter reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements; (c) make available for inspection by any holder of Registrable Securities included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such Person; and (d) cause the Company's officers, directors and employees to supply all information reasonably requested by any such Person in connection with such Registration; in each such case, as shall be reasonably necessary, in the good faith opinion of such holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.

Appears in 2 contracts

Sources: Warrant Agreement (Fresh America Corp), Warrant Agreement (Fresh America Corp)

Reasonable Investigation. The Company shall: (a) give the holders of Registrable Securities, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto; (b) give each such holder and underwriter reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements; (c) make available for inspection by any holder of Registrable Securities included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such PersonCompany; and (d) cause the Company's officers, directors and employees to supply all information reasonably requested by any such Person in connection with such Registration; in each such case, as shall be reasonably necessary, in the good faith opinion of such holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.

Appears in 1 contract

Sources: Securities Purchase Agreement (Able Telcom Holding Corp)

Reasonable Investigation. The Company shall: (ai) give the holders Holder of the Registrable Securities, their underwriters, if any, Shares and their respective its counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto; (bii) give each such holder and underwriter the Holder reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements; (ciii) make available for inspection by any holder the Holder of the Registrable Securities Shares included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such PersonCompany; and (div) cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any such Person person in connection with such Registration; in each such case, as shall be reasonably necessary, in the good faith opinion of such holder the Holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of the section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (BBM Holdings, Inc.)

Reasonable Investigation. The Company shall: (a) give the holders Holders of Registrable Securities, their underwritersunder- writers, if any, and their respective counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto; (b) give each such holder Holder and underwriter reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements; (c) make available for inspection by any holder Holder of Registrable Securities included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such PersonCompany; and (d) cause the Company's officers, directors and employees to supply all information reasonably requested by any such Person in connection with such Registration; in each such case, as shall be reasonably necessary, in the good faith opinion of such holder Holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Advantica Restaurant Group Inc)

Reasonable Investigation. The Company shall: (ai) give the holders Holder of the Registrable Securities, their underwriters, if any, Shares and their respective its counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto; (bii) give each such holder and underwriter the Holder reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements; (ciii) make available for inspection by any holder the Holder of the Registrable Securities Shares included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such PersonCompany; and (div) cause the Company's officers, directors and employees to supply all information reasonably requested by any such Person person in connection with such Registration; in each such case, as shall be reasonably necessary, in the good faith opinion of such holder the Holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of the section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Lightspace Corp)