Expiry of Registration Rights Sample Clauses

Expiry of Registration Rights. The Demand Registration rights and Piggyback Registration rights granted to the Investors pursuant to this Article V shall terminate and be of no further force or effect on the first day following the date on which the As-Exchanged Ownership of the Investors is less than 5%.
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Expiry of Registration Rights. The Demand Registration rights and Piggy-Back Registration rights granted to the Investor pursuant to this Article 4 shall terminate and be of no further force or effect at such time as the Investor and any Affiliates collectively no longer own Common Shares representing at least 10% of the outstanding Common Shares.
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Expiry of Registration Rights. Notwithstanding any of the foregoing provisions, the Corporation shall not be required to include securities in a Demand Registration or Piggyback Registration which a Strategic Partner, a Management Shareholder or a Non-Employee Director has requested be included therein: (I) if such request is made at any time after the day which four years after the Corporation's Initial Public Offering; or (II) if: (i) such securities have ceased to be "restricted securities" pursuant to Rule 144 of the 1933 Act with respect to such Shareholder and have become freely tradable upon the expiration of any otherwise applicable hold period under Canadian securities laws (or any similar provision under applicable securities laws); (ii) an offering of such securities would not be deemed to constitute a "distribution" within the meaning of clause (c) of Subsection 1(1) of the Securities Act (or equivalent provisions of Canadian securities laws); and (iii) the Shareholder in question then holds less than 5% of the issued and outstanding equity shares of the Corporation.
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Expiry of Registration Rights. 70 13.4 Short-Form Prospectus Registrations. . . . . . . . . . . . . . . . . 70
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Expiry of Registration Rights. Notwithstanding any of the foregoing provisions, Parent shall not be required to effect a Founding Shareholder Demand Registration or include in a Piggyback Registration securities which the Founding Shareholder has requested be included therein: (I) if the request of the Founding Shareholder is made at any time after January 27, 2004, being the date which is four years from Parent's initial public offering; or (II) if: (i) such securities have become freely tradable pursuant to Rule 144 of the Securities Act (i.e., are no longer subject to the volume and manner of sale restrictions applicable to "affiliates" of Parent (as defined under United States Securities Laws)), and have become freely tradable upon the expiration of any otherwise applicable hold period under Canadian Securities Laws (or any similar provision under other applicable Securities Laws); and (ii) an offering of such securities would not be deemed to constitute a "distribution" within the meaning of clause (c) of Subsection 1(1) of the Securities Act (Ontario) (or equivalent provisions of the other Canadian Securities Laws); and (iii) the Founding Shareholder holds less than 2.5% of the issued and outstanding equity shares of Parent at the date of the request (in the case of a Founding Shareholder Demand Registration) or less than 300,000 Parent Shares (in the case of a Piggyback Registration of the Founding Shareholder).
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Expiry of Registration Rights. Notwithstanding any of the foregoing provisions, Parent shall not be required to include securities in a Demand Registration or Piggyback Registration, which a Strategic Partner has requested be included therein: (I) if such request is made at any time after January 27, 2004, being the day which is four years after Parent's initial public offering; or (II) if: (i) such securities have become freely tradable pursuant to Rule 144 of the SECURITIES ACT (i.e., are no longer subject to the volume and manner of sale restrictions applicable to "affiliates" of Parent (as defined under United States Securities Laws)), with respect to the Strategic Partner in question and have become freely tradable upon the expiration of any otherwise applicable hold period under Canadian Securities Laws (or any similar provision under applicable Securities Laws); (ii) an offering of such securities would not be deemed to constitute a "distribution" within the meaning of clause (c) of Subsection 1(1) of the SECURITIES ACT (Ontario) (or equivalent provisions of Canadian Securities Laws); and (iii) the Strategic Partner in question then holds less than 2.5% of the issued and outstanding equity shares of Parent at the date of the request (in the case of a Strategic Partner Demand Registration) or less than 300,000 Parent Shares (in the case of a Piggyback Registration of the Strategic Partners).
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Expiry of Registration Rights. The Demand Registration rights and Piggyback Registration rights granted to the Investor Members pursuant to this Article 4 shall terminate and be of no further force or effect on the earlier of (a) Tricon having effected five Demand Registrations and (b) the first day following the date on which the As-Exchanged Ownership of the Investor Members is less than 3.0%.
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Related to Expiry of Registration Rights

  • Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

  • AMENDMENT OF REGISTRATION RIGHTS Any provision 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 with the written consent of the Company and Investors who hold a majority in interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this 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 No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Transfer of Registration Rights (a) A Holder may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Zapaxx xx used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Zapaxx xxx any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to all other Registrable Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Permitted Transferee substantially similar to this Agreement.

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

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