Assumption of Registration Rights Agreement Sample Clauses

Assumption of Registration Rights Agreement. Upon the terms and subject to the conditions set forth in this Agreement, Assignee hereby accepts the foregoing Assignment of Rights and assumes, accepts, and agrees to pay, perform, discharge, and satisfy in full as and when due, all of the obligations of Assignor under the Registration Rights Agreement, and as such to comply with and be bound by the terms and provisions of the Registration Rights Agreement. Assignee hereby further acknowledges that it has received a copy of the Registration Rights Agreement and all schedules and exhibits thereto and that it has read and understands the scope and effect of the provisions of the Registration Rights Agreement.
Sample 1
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Assumption of Registration Rights Agreement. Effective upon consummation of the Merger, Acquiror hereby assumes the Company's obligations under the Registration Rights Agreement dated as of March 9, 1995, as amended, among the Company and certain stockholders of the Company (all of which are former stockholders of HealthSpring, Inc.) listed on Exhibit A thereto (the "HealthSpring Stockholders") with respect to registration of (a) the Acquiror Common Stock issuable upon conversion of any Acquiror Preferred Stock issued to the HealthSpring Stockholders in the Merger and (b) any Acquiror Preferred Stock issued to such stockholders in the Merger.
Sample 1
Assumption of Registration Rights Agreement. At the Effective Time, Alynx shall assume and agree to satisfy, discharge and perform in due course all of Target’s obligations under the Amended and Restated Registration Rights Agreement dated July 23, 2007 by and between the Target and the holders of the Target Preferred Stock.
Sample 1
Assumption of Registration Rights Agreement. Parent will assume at the Effective Time the Company’s rights and obligations under the registration rights agreement (the “Registration Rights Agreement”) identified in Section 4.6 of the Company Disclosure Letter (as defined below) with respect to any shareholder of the Company who is a party thereto and is an “affiliate” of the Company (as defined in Section 6.8) as of the date of the Company Shareholders Meeting (as defined in Section 6.4) and any such holders of registration rights under the Registration Rights Agreement shall have the same rights with respect to the securities of Parent that such holders receive as a result of the Merger as they possess under the Registration Rights Agreement. Parent agrees to use commercially reasonable efforts to file, within five (5) days following the Closing Date, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act registering the resale of the Parent Common Shares (the “Registrable Securities”) issued by Parent upon the conversion of any Common Shares to any such holders of registration rights. The Shelf Registration Statement shall be filed on Form S-3 and, if Parent is eligible, the Shelf Registration Statement shall utilize the automatic shelf registration process under Rule 415 and Rule 462 as amended by Securities Act Release No. 8591. Parent will use its best efforts to maintain its status as a “well known seasoned issuer” as defined in Rule 405 as amended by Securities Act Release No. 8591. If Parent is not a “well known seasoned issuer” or is otherwise ineligible to utilize the automatic shelf registration process, then Parent shall use its reasonable best efforts to have the Shelf Registration Statement declared effective under the Securities Act as expeditiously as practicable. Parent will maintain the effectiveness of the Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Securities as required by Rule 415 under the Securities Act to permit the disposition of all Registrable Securities pursuant thereto until the earliest date on which (i) all Registrable Securities registered pursuant to the Shelf Registration Statement or any successors thereto have been sold or (ii) all Registrable Securities may be sold pursuant to Rule 144(k) under the Securities Act.
Sample 1
Assumption of Registration Rights Agreement. Effective as of the effective time of the Merger, (1) Warburg releases Seagull from any and all obligations under the Registration Rights Agreement dated as of May 14, 1998 by and between Biomatrix and Warburg (the "Registration Rights Agreement"), (2) Warburg agrees not to sell any securities pursuant to the prospectus which forms a part of the Registration Statement on Form S-3 (Registration No. 333-77367) previously filed by Biomatrix and (3), except for the following modifications, Genzyme assumes the obligations and is entitled to the rights under the Registration Rights Agreement:
Sample 1

Related to Assumption of Registration Rights Agreement

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Amendment to Registration Rights Agreement The Registration 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.

  • Amendments to Registration Rights Agreement The Parties hereby agree to the following amendments to the Registration Rights 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 Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • 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.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Purchase and Registration Rights Agreements This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

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