Deposit Registration Rights Agreement Sample Clauses

Deposit Registration Rights Agreement. Simultaneously with the execution of this Agreement, and as a material inducement to FVP and Sellers to enter into this Agreement, Buyer shall execute and deliver the Deposit Registration Rights Agreement, pursuant to which Buyer will grant FVP certain rights as provided therein in respect of the shares of ACC Class A Common Stock or other securities constituting the Deposit Escrow Property (the "Escrow Registrable Securities"). As soon as practicable after the execution of this Agreement, Buyer shall file an appropriate registration statement under the Securities Act covering the registration of all of such Escrow Registrable Securities. Buyer shall then use commercially reasonable efforts to cause such registration statement to be declared effective under the Securities Act as soon as practicable thereafter and kept effective in accordance with the provisions of the Deposit Registration Rights Agreement, and Buyer shall otherwise comply with the provisions of the Deposit Registration Rights Agreement. If a registration statement covering the registration of all of such Escrow Registrable Securities has not been declared effective under the Securities Act (and such registration statement shall not be subject to any stop order or proceeding seeking a stop order) on the earlier of (1) the date FVP terminates this Agreement in accordance with Section 9.2 as a result of a willful breach of this Agreement by Buyer (including a willful breach as described in the first sentence of Section 9.4(c)), and (2) May 31, 1999, Buyer shall deposit with the Escrow Agent, on the next business day, cash in an amount equal to the aggregate fair market value of the shares of ACC Class A Common Stock or other securities constituting the Deposit Escrow Property (computed on the basis of the Weighted Average Trading Price of such shares of ACC Class A Common Stock or other securities for the ten day trading period beginning on the thirteenth trading day prior to the date on which Buyer deposits such cash amount pursuant to this sentence). Upon such payment by Buyer to the Escrow Agent, all of such shares of ACC Class A Common Stock or other securities constituting the Deposit Escrow Property shall be released and paid over to Buyer but all cash funds, if any, included in the Deposit Escrow Property and previously held by the Escrow Agent shall be retained by the Escrow Agent as part of the Deposit Escrow Property.
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Related to Deposit 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.

  • 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.

  • 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.

  • 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.

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

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Amendments to Registration Rights Agreement The Parties hereby agree to the following amendments to the Registration Rights Agreement:

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