Common use of Limitation on Assignment of Registration Rights Clause in Contracts

Limitation on Assignment of Registration Rights. The rights to cause Parent to register Registrable Securities pursuant to this Declaration may not be assigned by a Holder unless such a transfer is to stockholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholders, partners, members or spouses who acquire Registrable Securities by right, will or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration. Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)

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Limitation on Assignment of Registration Rights. The registration rights of a Holder under this Agreement with respect to cause Parent to register any Registrable Securities pursuant to this Declaration may not be assigned by a transferred unless and until (a) such Holder unless such a transfer is to stockholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholders, partners, members or spouses who acquire Registrable Securities by right, will or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration. Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish shall have given Parent with written notice of the transfer of such Registrable Securities prior to the time of such transfer, stating the name and address of such the transferee and identifying the Registrable Securities with respect to which the rights under this Agreement are proposed to be transferred; (b) if requested by Parent, such registration rights are being assigned and a copy Holder shall have furnished to Parent an opinion of a duly executed written instrument in form counsel, reasonably satisfactory to Parent by which Parent, to the effect that such transfer will not require registration of such Registrable Securities under the Securities Act; (c) such transferee assumes all shall have agreed in writing for the benefit of the obligations Parent, in form and liabilities of its transferor hereunder and agrees itself substance reasonably satisfactory to Parent, to be bound herebyas a Holder by the provisions of this Agreement; and (d) such transferee shall have delivered such other information to Parent as Parent may reasonably request to permit Parent to carry out Parent’s obligations under this Agreement. No Notwithstanding the foregoing, no transfer of registration rights under this Declaration Agreement shall be permitted if if, immediately following such transfer transfer, the offer and sale or other disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 1 contract

Samples: Shareholders Agreement (Palo Alto Networks Inc)

Limitation on Assignment of Registration Rights. The rights to cause Parent to register Registrable Securities pursuant to this Declaration may not be assigned by a Holder unless such a transfer is to stockholdersshareholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholdersshareholders, partners, members or spouses who acquire Registrable Securities by right, will or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration). Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Informix Corp)

Limitation on Assignment of Registration Rights. The rights to cause Parent to register Registrable Securities pursuant to this Declaration Article X may not be assigned by a Resale Holder unless such a transfer is to stockholders, partners or retired partners, or members or retired members of a Resale Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholders, partners, members or spouses who acquire Registrable Securities by right, will will, or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration. Article X. Prior to a permitted transfer of registration rights under this DeclarationArticle X, a Resale Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration Article X shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act; provided that Parent shall have provided such transferee with certificates representing such Registrable Securities free of any transfer restrictions and Parent shall have instructed the transfer agent for such Registrable Securities to remove any stop transfer or other instructions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tsi International Software LTD)

Limitation on Assignment of Registration Rights. The rights to cause ----------------------------------------------- Parent to register Registrable Securities pursuant to this Declaration may not be assigned by a Holder unless such a transfer is to stockholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholders, partners, members or spouses who acquire Registrable Securities by right, will will, or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration. Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

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Limitation on Assignment of Registration Rights. The rights to ----------------------------------------------- cause Parent to register Registrable Securities pursuant to this Declaration may not be assigned by a Holder unless such a transfer is to stockholdersshareholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholdersshareholders, partners, members or spouses who acquire Registrable Securities by right, will will, or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration. Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Limitation on Assignment of Registration Rights. The rights to cause Parent to register Registrable Securities pursuant to this Declaration may not be assigned by a Holder unless such a transfer is to stockholdersshareholders, partners or retired partners, or members or retired members of a Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholdersshareholders, partners, members or spouses who acquire Registrable Securities by right, will or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for with the purpose prior consent of receiving any notices and exercising their rights under this DeclarationParent. Prior to a permitted transfer of registration rights under this Declaration, Holder must furnish Parent with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

Limitation on Assignment of Registration Rights. The rights to cause Parent the Buyer to register Registrable Securities pursuant to this Declaration Article VIII may not be assigned by a Resale Holder unless such a transfer is to stockholders, partners or retired partners, or members or retired members of a Resale Holder (including spouses and ancestors, lineal descendants, and siblings of such stockholders, partners, members or spouses who acquire Registrable Securities by right, will will, or intestate succession) and all such transferees or assignees agree in writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their rights under this Declaration). Prior to a permitted transfer of registration rights under this DeclarationArticle VIII, a Resale Holder must furnish Parent the Buyer with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to Parent the Buyer by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. No transfer of registration rights under this Declaration Article VIII shall be permitted if immediately following such transfer the disposition of such Registrable Securities by the transferee is not restricted under the Securities Act; provided that the Buyer shall have provided such transferee with certificates representing such Registrable Securities free of any transfer restrictions and the Buyer shall have instructed the transfer agent for such Registrable Securities to remove any stop transfer or other instructions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Be Free Inc)

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