Common use of Future Rights Clause in Contracts

Future Rights. From the date of this Agreement until the fifth anniversary of the IPO, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than (i) the registration rights previously granted under the Prior Registration Rights Agreements or (ii) new registration rights that are granted in connection with (A) the investment in the Company by such grantee (or group of grantees) of at least $1,000,000 or (B) the acquisition of a court reporting or related business by the Company or any Affiliate in a transaction in which all or part of the consideration is Common Stock or securities convertible into Common Stock (such rights granted in connection with such sale of a business being referred to herein as "Seller Registration Rights"). Such Seller Registration Rights must be of no greater priority or right than, nor be broader than or superior to, the registration rights granted by the Company under this Agreement, and a copy of the agreements granting such Seller Registration Rights must be made available to the Holder upon request to the Company. Additionally, Seller Registration Rights may not be granted without expressly providing that the Holder has a piggyback right upon the exercise of such Seller Registration Rights and shall be included in any related registration statement on the same terms and conditions as the holders of the Seller Registration Rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.2.

Appears in 3 contracts

Samples: Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc)

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Future Rights. From the date of this Agreement until the fifth anniversary of the IPO, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than (i) the registration rights previously being concurrently granted to the Investors under the Prior Pecks Registration Rights Agreements or Agreement, (ii) new registration rights ("new rights") that are granted in connection with (A) the investment in the Company by such grantee (or group of grantees) of at least $1,000,000 or (Biii) the acquisition sale of a court reporting or related business by to the Company or any Affiliate in a transaction in which all or part of the consideration is Common Stock or securities convertible into Common Stock (such rights granted in connection with such sale of a business being referred to herein as "Seller Registration Rights")Stock. Such Seller Registration Rights new rights must be of no greater priority or right than, nor be broader than or superior to, the registration rights granted by the Company under this Agreement, and a copy of the agreements granting such Seller Registration Rights thereof must be made available to forwarded in writing by the Holder upon request to the CompanyHolder. Additionally, Seller Registration Rights new rights may not be granted without expressly providing that the Holder has a piggyback right upon the exercise of such Seller Registration Rights new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the Seller Registration Rightsnew rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.2. Other than as set forth in Pecks Registration Rights Agreement, the Company shall not grant any rights with respect to the registration of its capital stock that are in any material respect broader or superior to the registration rights set forth in this Agreement. The parties hereto acknowledge and agree that this Section 3.3 is a material provision of this Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Us Legal Support Inc)

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