Common use of Grant and Transfer of Registration Rights Clause in Contracts

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 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 diluted, as converted into Common Stock basis. Institutional Investors Holders shall have the right to transfer or assign the registration rights contained in Article 1 of this Agreement (i) CO to any limited partner or Affiliate of such Institutional Investor a Holder in connection with the transfer of any Registrable Securities permitted by federal and state securities laws 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 federal and state securities laws the terms of any shareholder agreement then in effect and (y) after giving effect to such transfer, such transferee shall own at least ten five percent (105%) 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.