Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 7 contracts

Samples: Investor Rights Agreement (Renovis Inc), Investor Rights Agreement (Cardica Inc), Investor Rights Agreement (SGX Pharmaceuticals, Inc.)

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Limitation on Subsequent Registration Rights. Other than as provided in Section 5.115.10 hereof, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingDeemed Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Appears in 5 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Gemphire Therapeutics Inc.), Investor Rights Agreement (Gemphire Therapeutics Inc.)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 5 contracts

Samples: Investors' Rights Agreement (Vobis Microcomputer Ag), Investors' Rights Agreement (Healthstream Inc), Registration Rights Agreement (Scientific Learning Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunderhereunder unless the Company also grants such registration rights to the Holders.

Appears in 3 contracts

Samples: Series B 1 Preferred Stock Purchase Agreement (Cytel Corp/De), Series B Preferred Stock Purchase Agreement (Cytel Corp/De), Stock Purchase Agreement (Cytel Corp/De)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Rights Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority more than fifty percent (50%) of the aggregate number of Registrable Securities then outstandingand the Purchasers of Purchaser Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders or Purchasers hereunder.

Appears in 2 contracts

Samples: Note Purchase Agreement (Quokka Sports Inc), Note Purchase Agreement (Quokka Sports Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority more than fifty percent (50%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Quokka Sports Inc), Investors' Rights Agreement (Quokka Sports Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Metricom Inc / De), Preferred Stock Purchase Agreement (Metricom Inc / De)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, grant or enter into any agreement with that would grant to any holder or prospective holder of any securities of the Company (a) registration rights superior to the registration rights granted herein, (b) registration rights that would grant such holder reduce the number of Shares includable by the Holders in a Company registration pursuant to Section 4.2 or (c) registration rights pari passu that would allow any other holder to register shares in a registration initiated under Section 4.1 or senior to those granted to the Holders hereunder4.3.

Appears in 2 contracts

Samples: Investor's Rights Agreement (Coinstar Inc), Investor's Rights Agreement (Coinstar Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu senior or senior equal to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Ipass Inc), Investor Rights Agreement (Ipass Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.116.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingexisting, consenting as a single class, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu with, or senior to to, those granted to the Holders hereunder, other than a right to a Special Registration Statement.

Appears in 2 contracts

Samples: Investor Rights Agreement (Paylocity Holding Corp), Investor Rights Agreement (Paylocity Holding Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder registration rights pari passu or senior to those granted to require that the Holders hereunderCompany register any securities held by such holder.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Coulter Pharmaceuticals Inc), Investors' Rights Agreement (Be Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu senior to, or senior to which in any way would conflict with, those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Algorx Pharmaceuticals Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company Corporation that would grant such holder registration rights pari passu equal to or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc), Investors' Rights Agreement (Adesso Healthcare Technology Services Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of at least a majority two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.grant

Appears in 2 contracts

Samples: Registration Rights Agreement (Internet Pictures Corp), Registration Rights Agreement (Image Investor Portfolio a Sep Ser of Memphis Angels LLC)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder demand registration rights pari passu senior to, or senior to in parity with, those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Clarent Corp/Ca), Investor Rights Agreement (Tengtu International Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingheld by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Safeguard Scientifics Inc Et Al), Investor Rights Agreement (Tangram Enterprise Solutions Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority not less than fifty percent (50%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Intuitive Surgical Inc), Investor Rights Agreement (Intuitive Surgical Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority sixty six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Informax Inc), Investor Rights Agreement (Informax Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds in interest of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu that (i) are more favorable than the registration rights granted hereunder or senior to those granted to (ii) would reduce the number of shares of Registrable Securities includable by the Holders hereunderin any registration under Sections 2.1, 2.2 or 2.3.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Formus Communications Inc), Investors' Rights Agreement (Formus Communications Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of Investors holding at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant providing for the granting to such holder of registration rights pari passu or senior superior to those granted to the Holders hereunderpursuant to this Section 3, or of registration rights pursuant to Sections 3.2, 3.3 or 3.4.

Appears in 1 contract

Samples: Investors' Rights Agreement (Women Com Networks Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority sixty-seven percent (67%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Senomyx Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu on a parity with or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investors' Rights Agreement (Versicor Inc /Ca)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Gene Logic Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder person or prospective persons providing for the granting to such holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to Holders pursuant to this Article 7, or of registration rights which might cause a reduction in the number of shares includable by the Holders hereunderin any offering pursuant to Section 7.2 or in any offering subject to Section 7.3.

Appears in 1 contract

Samples: Investment Agreement (Endocardial Solutions Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority more than fifty percent (50%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.or

Appears in 1 contract

Samples: Investors' Rights Agreement (Quokka Sports Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority seventy percent (70%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Usa Net Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingThen Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder or that would limit in any way the registration rights granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Animas Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior senior, in the good faith judgement of the Board of Directors of the Company, to those granted to the Holders hereunder, unless the Company grants to the Investors similar registration rights.

Appears in 1 contract

Samples: Investor Rights Agreement (Homestead Com Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.Registrable

Appears in 1 contract

Samples: Registration Rights Agreement (Nestor Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of at least a majority of the outstanding Registrable Securities then outstandingShares, enter into any agreement with any holder or prospective holder of any securities of the Company that which would grant allow such holder or prospective holder (a) to include such securities in any registration rights pari passu or senior to those granted to filed under Section 4.8 of the Holders hereunder.Stock Purchase Agreement unless under the terms of such agreement

Appears in 1 contract

Samples: Subscription Agreement (Paragon Limited Partnership)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.. This Registration Rights Agreement is hereby executed as of the date first above written. COMPANY:

Appears in 1 contract

Samples: Registration Rights Agreement (Tarrant Apparel Group)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Digital Impact Inc /De/)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingHolder, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant to such holder or prospective holder registration rights pari passu or that are senior to those granted to the Holders hereunderregistration rights set forth in this Section 1.

Appears in 1 contract

Samples: Registration Rights Agreement (Globespan Inc/De)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the all Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Usn Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant providing for the granting to such holder of any registration rights pari passu or senior to those granted unless such rights are subordinate to the Holders hereunderregistration rights set forth herein.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sterigenics International)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders holders of at least a majority not less than fifty percent (50%) of the Registrable Securities then outstandingSubject Stock, enter into any agreement with any holder or prospective holder of any securities of the Company that which would grant allow such holder or prospective holder to include such securities in any registration filed under Sections 2 and 3 hereof, other than rights pari passu identical or senior to those granted subordinate to the Holders rights of the Purchaser hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Tset Inc)

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Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority fifty-one percent (51%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to more favorable than those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Gensia Sicor Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu or senior to otherwise conflict with those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Improvenet Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Corillian Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunderrights.

Appears in 1 contract

Samples: Investors' Rights Agreement (Copper Mountain Networks Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingThen Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company authorized on the date hereof that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.those

Appears in 1 contract

Samples: Registration Rights Agreement (I Storm Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu with, or senior to to, those granted to the Holders hereunder, other than a right to a Special Registration Statement.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Diplomat Pharmacy, Inc.)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority 75% of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder registration rights pari passu or senior to those granted to require that the Holders hereunderCompany register any securities held by such holder.

Appears in 1 contract

Samples: Investors' Rights Agreement (Rouge Wave Software Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder unless such rights are granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Imarx Therapeutics Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.115.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of sixty-six and two-thirds percent (66- 2/3%) the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Genitope Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to or PARI PASSU those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Elitra Pharmaceuticals Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder person or prospective persons providing for the granting to such holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to Holders pursuant to this Article VI, or of registration rights which might cause a reduction in the number of shares includable by the Holders hereunderin any offering pursuant to Section 6.2 or in any offering subject to Section 6.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Endocardial Solutions Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to or on parity with those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Rigel Pharmaceuticals Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least not less than a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Amerigroup Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this AgreementAnnex, the Company shall not, without the prior written consent of the Holders of at least a majority more than fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder Holder or prospective holder Holder of any securities of the Company that would grant such holder Holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Operating Agreement (Lodgenet Entertainment Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority seventy-five percent (75%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (Oculex Pharmaceuticals Inc /)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to or on parity with those granted to the Holders hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement (F5 Networks Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least both a majority of the Registrable Securities then outstandingHolders and a majority of the New Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder to require to participate in any registration rights pari passu of securities of the Company or senior to those granted to that the Holders hereunderCompany register any securities held by such holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Evolving Systems Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder person or prospective persons providing for the granting to such holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to Holders pursuant to this Section a, or of registration rights which might cause a reduction in the number of shares includable by the Holders hereunderin any offering pursuant to Section 3.9 or in any offering subject to Section 3.3.

Appears in 1 contract

Samples: Investors' Rights Agreement (Endocardial Solutions Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.would

Appears in 1 contract

Samples: Investor Rights Agreement (Internap Network Services Corp/Wa)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority not less than two-thirds (2/3) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder to participate in any registration rights pari passu of securities of the Company or senior to those granted to require that the Holders hereunderCompany register any securities held by such holder.

Appears in 1 contract

Samples: Investors' Rights Agreement (Endwave Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority two-thirds (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would grant such holder registration rights pari passu equal to or senior to those granted to of the Holders hereunderof Registrable Securities.

Appears in 1 contract

Samples: Investors' Rights Agreement (Dynavax Technologies Corp)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.115.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration rights pari passu of shares of the Company's capital stock, or senior to those granted to include such shares in a registration statement that would reduce the Holders hereundernumber of shares includable by the Holders.

Appears in 1 contract

Samples: Investor Rights Agreement (Northwest Biotherapeutics Inc)

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.11, From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders of at least holding a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder current or prospective future holder of any securities of the Company that would grant allow such current or future holder to require the Company to include securities in any registration rights statement filed by the Company on a basis other than pari passu with, or senior subject to those granted to priority in favor of, the Holders hereunderRegistrable Securities.

Appears in 1 contract

Samples: Share Acquisition and Registration Rights Agreement (Pacific Energy Resources LTD)

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