Joinder to Letter Agreement and Registration Rights Agreement Sample Clauses

Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which Investor shall agree with WNNR to be bound solely by Section 5 of the Letter Agreement solely with respect to the Assigned Securities and by the terms and provisions of the Registration Rights Agreement as a “holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement to the same extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares.
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Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which the Investor shall agree with HCVI, in accordance with Section 7 of the Letter Agreement, to be bound by, and to be subject to, Section 7 of the Letter Agreement solely with respect to its Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares.
Sample 1See All (8)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to the Investor, the Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which the Investor shall agree with BFAC, in accordance with Section 9 of the Letter Agreement, to be bound by the transfer restrictions set forth in, and to be subject to, solely Section 9 of the Letter Agreement (but subject to the Carve-Out), solely with respect to the Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder and BFAC hereby agrees to execute the Joinder contemporaneously with the closing of the Initial Business Combination and transfer of the Assigned Securities from the Sponsor to the Investor. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same proportional extent as the Sponsor is released from such restrictions with respect to its remaining Founder Shares.
Sample 1See All (4)
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to Investor and the assignment of registration rights of the Assigned Securities, Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which Investor shall agree with CMCA to be bound (i) solely by Section 7 of the Letter Agreement solely with respect to the Assigned Securities and (ii) by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities shall be “Registrable Securities” thereunder.
Sample 1
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the Share Issuance, , Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which Investor shall agree with SK Growth to be bound by Section 5 of the Letter Agreement solely with respect to the Promote Shares and by the terms and provisions of the Registration Rights Agreement as a “holder” thereunder with respect to the Promote Shares (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Promote Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement to the same extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares.
Sample 1
Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor (or its Permitted Transferees) shall execute a joinder to the Letter Agreement in substantially the form attached hereto as Exhibit B (the “Joinder”) pursuant to which Investor (or its Permitted Transferees) shall agree with CBRG to be bound solely by Section 5(a) of the Letter Agreement solely with respect to the Assigned Securities and to be bound by the terms and provisions of the Registration Rights Agreement as an Investor (as defined therein). Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same extent as any other holder, including the Seller, is released from such restrictions with respect to its remaining Founder Shares.
Sample 1

Related to Joinder to Letter Agreement and Registration Rights 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.

  • 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.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • 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.

  • Registration Agreement The holder of this Exchangeable Note is entitled to the benefits of a Registration Agreement, dated as of March 25, 2002, by and among the Company, Navistar and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement, the Company and Navistar have agreed for the benefit of the holders of the Exchangeable Notes and the Common Stock issued and issuable upon exchange of the Exchangeable Notes, that (i) they will, at their cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Exchangeable Notes and the Common Stock issuable upon exchange thereof, (ii) the Company and Navistar will use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 210 days after the Issue Date and (iii) the Company and Navistar will use their reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (1) the latest of the second anniversary of (a) the Issue Date, (b) the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option or (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for Exchangeable Notes; (2) the date on which the Exchangeable Notes and the unregistered Common Stock issuable upon their exchange may be sold by non-affiliates of Navistar and Navistar Financial pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Securities Act; (3) the date as of which all the Exchangeable Notes and the Common Stock issuable upon their exchange have been sold under Rule 144 under the Securities Act (or any similar provision then in force) or (4) the date as of which all the Exchangeable Notes or the Common Stock issuable upon their exchange have been sold pursuant to the Shelf Registration. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 210 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined below) for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the latest of (a) the Issue Date, (b) the second anniversary of the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option and (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for the Exchange Notes (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages to each holder of Transfer Restricted Securities that are Exchangeable Notes and Navistar will pay liquidated damages to each holder of Transfer Restricted Securities that are Common Stock (together, "Liquidated Damages") which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $2.50 per annum per 17.944 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $5.00 per annum per 17.944 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. All accrued Liquidated Damages will be paid by check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

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

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

  • 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.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

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