INVESTMENT UNDERTAKING; REGISTRATION RIGHTS Sample Clauses

INVESTMENT UNDERTAKING; REGISTRATION RIGHTS. Section 8.1. Investment Undertaking and Lock-Up. Each of X. Xxxxx, X. Xxxxx and Quek confirms his understanding that the shares of MPA Shares to be issued to him pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), and acknowledges that he will acquire such shares for his own account for investment and not with a view to the distribution thereof. Each of X. Xxxxx, X. Xxxxx and Quek severally agrees that he will not sell, transfer or otherwise dispose of any of such shares unless (a) a registration statement under the Act with respect to such shares has become, and is at the time of disposition, effective or (b) in the opinion of counsel for the Transferee, the proposed disposition may be made in accordance with the provisions of such Rule 144 or another exemption from registration without constituting a violation of the Act or of any other applicable federal or state securities laws. Each of X. Xxxxx, X. Xxxxx and Quek further agrees that he may sell one-fourth of the MPA Shares received by him hereunder commencing on the first anniversary of the date hereof and may sell an additional one-fourth of the MPA Shares received by him hereunder commencing on each of the next succeeding three anniversaries of the date of this Agreement (notwithstanding earlier saleability under any applicable securities laws) (the "Lock-Up") and further agrees that the Transferee may place on all certificates representing MPA Shares delivered to them pursuant to this Agreement (or shares issued in replacement thereof) (a) a legend to the effect that the shares represented by such certificates have not been registered under the Act and that the sale, transfer or other disposition of such shares is subject to the provisions of the Act and of this Agreement, a copy of which shall be available for inspection at the office of the Transferee in Torrance, California, and (b) a legend to the effect that the shares represented by such certificates are subject to the Lock-Up.
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INVESTMENT UNDERTAKING; REGISTRATION RIGHTS 
Sample 1

Related to INVESTMENT UNDERTAKING; REGISTRATION RIGHTS

  • 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.

  • 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.

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • 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.

  • Amendment to Registration Rights Agreement (a) Section 1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

  • 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.

  • 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.

  • 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.

  • 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 Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

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