Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this Agreement, without the prior written consent of the Holders of a majority of the Registrable Securities, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights that would be superior to those granted to Holders pursuant to Section 2.1.
Certain Limitations in Connection with Future Grants of Registration Rights. (a) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any of its Common Stock providing for the granting to such holder of demand registration rights unless such agreement includes provisions to the effect that (i) the Company will give each Holder notice at least thirty (30) days prior to the filing of a registration statement pursuant to the exercise of such rights and (ii) if any Holder requests inclusion of Registrable Securities in such registration statement within thirty (30) days after receipt of such notice, then such Holder's Registrable Securities requested to be so included will be on a pari passu basis in proportion to the securities each selling securityholder requests to be registered if marketing factors require a limitation on the number of securities to be included in such registration statement.
(b) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any of its Common Stock providing for the granting to such holder of incidental or "piggyback' registration rights unless such agreement includes provisions to the effect that, in the case of a registered underwritten public offering of the Common Stock to which Section 3 hereof applies, such agreement gives priority to the Holders of Registrable Securities requested to be so included if marketing factors require a limitation on the number of shares of Common Stock to be included in such offering.
Certain Limitations in Connection with Future Grants of Registration Rights. (a) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any of its Common Stock providing for the granting to such holder of demand registration rights unless such agreement includes provisions to the effect that (i) the Company will give the holders of Warrants and Shares notice at least thirty (30) days prior to the filing of a registration statement pursuant to the exercise of such rights and (ii) notwithstanding Section 17.1 hereof, if a holder of Warrants or Shares requests inclusion of Shares (whether such Shares are held directly or through the right to obtain such Shares upon the conversion of Warrants held by such holder) and requests priority for such Shares in such registration statement within thirty (30) days after receipt of such notice, then such holder's Shares requested to be so included will be given priority over the securities sought to be registered by the holders of such demand registration rights if marketing factors require a limitation on the number of securities to be included in such registration statement If a holder of Warrants or Shares requests inclusion of its Shares (whether such Shares are held directly or through the right to obtain such Shares upon conversion of Warrants held by such holder), but does not request such priority for such Shares in such registration, then such Shares shall be included in such registration statement in the manner described in Section 17.1 hereof.
(b) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any of its Common Stock providing for the granting to such holder of incidental or "piggyback" registration rights unless such agreement includes provisions to the effect that, in the case of a registered underwritten public offering of the Company's Common Stock to which Section 17.1 hereof applies, such agreement gives the following priority to holders of Warrants or Shares if marketing factors require a limitation on the number of shares of Common Stock to be included in such offering the holders of Warrants or Shares and other holders of securities of the Company having piggyback registration rights shall have an equal right to include securities in such registration (beyond the amount to be included on behalf of the Company) in proportion to their relative holdings of shares of Common Stock of the Company (whether held directly or obt...
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this Agreement and until the six Demand Registrations provided for in Article II have been completed, together with any transferee of the Stockholder, has exercised, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to the holder of registration rights which:
(a) grants any registration rights to any Person that are superior in any respect to those granted thereunder;
(b) is otherwise inconsistent with the rights granted to the holders of Registrable Securities in this Agreement; and
(c) does not provide that the Stockholder has priority over such new holders of securities of the Company in any subsequent registration statement.
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this Agreement until the Registration Statement is declared effective by the SEC, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights unless such registration rights, if more favorable than those granted herein, are extended to the Holders or their transferees permitted under paragraph 1.9.
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date hereof, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights unless such agreement:
(1) includes the equivalent of Section 11(l) as a term;
(2) includes a provision that, in the case of a public offering involving an underwritten registered offering under Section 11(c), protects the holders of Registrable Stock if marketing factors require a limitation on the number of securities to be included in the underwriting in the manner in which the Company is protected under Section 11(g); and
(3) does not grant to such holder or prospective holder registration rights more favorable than those granted to the holders of Registrable Stock under this Section 11.
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date hereof, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights unless such agreement:
(1) includes the equivalent of Section 10(m) as a term; and
(2) includes a provision that, in the case of a public offering involving an underwritten registered offering under Section 10(c), protects the holders of Registrable Stock if marketing factors require a limitation on the number of securities to be included in the underwriting in the manner in which the Company is protected under Section 10(g).
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this agreement, the Company shall not, without the consent of at least 67% of the Registrable Securities then held by Holders, enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights except that the Company may, without such consent, amend this Agreement to provide any prospective holder which acquires securities in a financing to raise capital for the Company may have Common Stock issuable as a result of such financing included in the definition of "Registrable Securities" hereunder, provided that the rights thereby granted are shared pro rata with the existing Holders.
Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of registration rights unless such agreement is approved by the Holders of seventy-five percent (75%) of the Registrable Securities then outstanding. Notwithstanding the foregoing, any amendments or agreements that affect the rights of the Class C Preferred or grant rights which are senior to or pari passu to the rights of the Class C Preferred must be approved by Holders of at least seventy-five percent (75%) of the Class C Preferred, and any amendments or agreements that affect the rights of the Class F Preferred or grant rights which are senior to or pari passu to the rights of the Class F Preferred must be approved by Holders of at least seventy-five percent (75%) of the Class F Preferred.
Certain Limitations in Connection with Future Grants of Registration Rights. (a) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder of demand registration rights unless such agreement includes provisions to the effect that, notwithstanding Section 3 hereof, if any Holder requests inclusion of its Registrable Securities in such registration, each such Holder's Registrable Securities will be given priority over the securities sought to be registered by the holders of such demand registration rights (in proportion to their relative holdings of Registrable Securities) if marketing factors require a limitation on the number of securities to be included in such registration statement.
(b) From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities providing for the granting to such holder of incidental or piggyback registration rights unless such agreement includes provisions to the effect that, in the case of a registered underwritten public offering of the Common Shares to which Section 3, 4 or 5 hereof applies, such agreement gives the following priority to the Holders if marketing factors require a limitation on the number of securities of the Company to be included in such offering;
(i) Holders shall have the right to include in each registration to which Section 3, 4 or 5 hereof applies all Registrable Securities they desire to include whether or not the Company or any other holder of the Company's securities has requested or is planning a registration of securities; and
(ii) Holders shall have the right to include in each registration to which Section 5 hereof applies all Registrable Securities they desire to include before inclusion of other securities of the Company.
