Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of the Initiating Holders, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities or (ii) to any third party transferee acquiring at least 20% of the Registrable Securities issued to the Holder as of the date hereof or the shares of Common Stock issued upon conversion of such Registrable Securities; provided: (a) the Company is, within thirty (30) days after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate or pari passu to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of the Initiating Holders, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities, (ii) to any third party transferee acquiring at least three percent (3%) of the shares of Common Stock then outstanding on a fully-diluted basis, (iii) in the event that the transferring or assigning Holder owns less than three percent (3%) of the shares of Common Stock outstanding on a fully-diluted basis, to any thirty party transferee acquiring all (but not less than all) of the Registrable Securities held by such Holder, or (iv) to a Holder’s Family Members; provided: (a) such transfer of Registrable Securities is permitted under the Stockholders’ Agreement and applicable law, (b) the Company is, within thirty (30) days after such transfer or as soon as practicable thereafter, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (c) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other Person without the prior written consent of the Institutional Investors holding at least two-thirds (2/3rds) of all Registrable Securities held by all Institutional Investors as of the date of determination, measured on a fully-diluted basis. Institutional Investors shall have the right to transfer or assign the registration rights contained in Article 1 of this Agreement (i) to any limited partner or Affiliate of such Institutional Investor in connection with the transfer of any Registrable Securities permitted by federal and state securities laws then in effect or (ii) to any third party transferee acquiring Registrable Securities held by such Holder provided that (x) such transfer is permitted by federal and state securities laws then in effect and (y) after giving effect to such transfer, such transferee shall own at least ten percent (10%) of the Registrable Securities then outstanding; provided, in each case, that (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate to the rights of MTI hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of MTI, which consent shall not be unreasonably withheld or delayed. MTI shall have the right to transfer or 169 assign the rights contained in this Agreement (i) to any limited partner or affiliate of a MTI in connection with the transfer of any Registrable Securities or (ii) to any third party transferee acquiring at least 20% of the Registrable Securities issued to MTI as of the date hereof or the shares of Common Stock issued upon conversion of such Registrable Securities; provided: (a) the Company is, within thirty (30) days after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. (a) Except for (i) registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder and (ii) Existing Rights, the Company shall not grant any registration rights to any other Person without the prior written consent of a majority-in-interest of the Holders hereunder.
Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other Person without the prior written consent of Contego. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or Affiliate of a Holder in connection with the transfer of any Registrable Securities permitted by the terms of any shareholder agreement then in effect or (ii) to any third party transferee acquiring Registrable Securities held by such Holder provided that (x) such transfer is permitted by the terms of any shareholder agreement then in effect and (y) after giving effect to such transfer, such transferee shall own at least five percent (5%) of the Registrable Securities then outstanding; provided, in each case, that (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. 1.8. Information from Holder 1.9. Changes in Common Stock 1.10. Rule 144 Reporting 2. DEFINITIONS
Grant and Transfer of Registration Rights. Piggyback Holders shall have the right to transfer or assign the rights contained in this Agreement to any limited partner or affiliate of a Piggyback Holder or any mutual funds or other pooled investment vehicles or entities for which a Piggyback Holder or any of its affiliates serves as general partner, managing member, investment advisor or in another similar capacity in connection with the transfer of any Registrable Securities provided: (a) the Company is, within thirty (30) days after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. Except for registration rights which have been granted by the Company as of the date hereof and registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of a majority in interest of all Registrable Securities held by the Holders. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities or (ii) to any third party transferee acquiring at least 20% of the Registrable Securities issued to the Holder as of the date hereof or the shares of Common Stock issued upon conversion of such Registrable Securities; provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.
Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) pursuant to any registration(s) effected on Form S-4 under the Act (or any successor form) with respect to Equity Securities issued or issuable in connection with any Board-approved business combination transaction(s), or (b) which are otherwise subordinate in all respects to the rights of the Investors hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of holders of (i) sixty percent (60%) of all Registrable Securities then held by the Series A Investors, on an as-if-converted, Common Stock-equivalent basis (the “Series A Majority”); (ii) sixty-seven percent (67%) of all Registrable Securities then held by the Series B Investors, on an as-if-converted, Common Stock-equivalent basis (the “Series B Majority”); and (iii) seventy percent (70%) of all Registrable Securities then held by the Series C Investors, on an as-if-converted, Common Stock-equivalent basis (the “Series C Majority”). Investors shall have the right to transfer or assign the rights contained in this Agreement (x) to any Affiliate of an Investor in connection with the transfer of any Registrable Securities permitted under the Company’s Amended and Restated Stockholders Agreement dated February 6, 2007 (the “Stockholders Agreement”); (y) to any third party transferee acquiring at least one (1) percent (1%) of all Equity Securities then outstanding, on an as-if-converted, Common Stock-equivalent basis; or (z) in the event that the transferring or assigning Investor owns less than one percent (1%) of all Equity Securities on an as-if-converted, Common Stock-equivalent basis, to any third party transferee acquiring all (but not less than all) of the Registrable Securities held by such Investor; provided, however, that (X) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (Y) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement.
