Assignment of Registration Rights; Joinder to Letter Agreement Sample Clauses

Assignment of Registration Rights; Joinder to Letter Agreement. Concurrent with the issuance of Issued Securities to Investor under this Agreement, the Investor shall, pursuant to a Joinder to Letter Agreement and Registration Rights Agreement, in the form attached hereto as Exhibit B, (a) become a party to that certain Registration Rights Agreement, dated December 14, 2021, by and among PRLH, the Sponsor and certain other security holders named therein (as it exists on the date of the Agreement or as an alternative, added to any amended and restated Registration Rights Agreement effective at closing of the business combination, the “Registration Rights Agreement”), and upon Investor’s receipt of the Issued Securities, (i) Investor shall be a “Holder” under the Registration Rights Agreement and (ii) the Issued Securities shall be “Registrable Securities” under the Registration Rights Agreement and (b) become a party to the Letter Agreement, solely with respect to paragraph 7 of the Letter Agreement. This Agreement constitutes the Sponsor’s written notice to PRLH of such assignment in accordance with the Registration Rights Agreement (if required). Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Issued Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement to the same extent as any other holder of Founder Shares, including the Sponsor is released from such restrictions.
Sample 1
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Related to Assignment of Registration Rights; Joinder to Letter Agreement

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment to Registration Rights Agreement The Registration Rights Agreement is hereby amended as follows:

  • Registration Agreement The Company and Purchaser shall have entered into a registration agreement in form and substance as set forth in Exhibit C (the “Registration Agreement”), and the Registration Agreement shall be in full force and effect as of the Initial Closing.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

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