Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation shall not, without the prior written consent of the Required Holders, enter into any agreement with any current or future holder of any equity securities of the Corporation that would allow such current or future holder to require the Corporation to include equity securities in any registration statement filed by the Corporation on a basis that is superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.02.

Appears in 5 contracts

Samples: Interim Investors Agreement, Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)

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Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Registration Statement on a basis that is superior in any respect other than expressly subordinate to the piggyback rights granted to of, the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (Lonestar Resources US Inc.), Securities Purchase Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect to other than pari passu with, or expressly subordinate to, the piggyback rights granted to of the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (EnLink Midstream, LLC), Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement (EnLink Midstream Partners, LP)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect other than pari passu with, or expressly subordinate to the piggyback rights granted to of, the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (W&t Offshore Inc), Registration Rights Agreement (LSB Industries Inc), Securities Purchase Agreement (LSB Industries Inc)

Limitation on Subsequent Registration Rights. From Subject to Section 2.10, from and after the date hereof, the Corporation Company shall not, without the prior written consent of Holders of a majority of the Required Holdersthen-outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect to other than pari passu with, or expressly subordinate to, the piggyback rights granted to the Holders pursuant to Section 2.02hereunder.

Appears in 3 contracts

Samples: Registration Rights and Lock Up Agreement (ProPetro Holding Corp.), Registration Rights Agreement (ProPetro Holding Corp.), Purchase and Sale Agreement (ProPetro Holding Corp.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect other than expressly subordinate to the piggyback rights granted to of, the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 3 contracts

Samples: Exchange Agreement (Warren Resources Inc), Registration Rights Agreement (Warren Resources Inc), Registration Rights Agreement (Warren Resources Inc)

Limitation on Subsequent Registration Rights. From and after the date hereof, without the written approval of the Holders of a majority of the Registrable Securities, the Corporation shall not, without the prior written consent of the Required Holders, not enter into any agreement with granting any current holder or future prospective holder of any equity securities of the Corporation registration rights equal to or superior to those of the Holders. Nothing in this Section 1.5 shall be deemed to restrict the Corporation’s right to grant registration rights to other purchasers of the Corporation’s securities that would allow such current or future holder to require the Corporation to include equity securities are inferior to, and in any no way interfere with, those registration statement filed by the Corporation on a basis that is superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.02Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (I3 Verticals, Inc.), Registration Rights Agreement (I3 Verticals, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation shall not, without the prior written consent of the Required HoldersHolders of not less than two-thirds (2/3) of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation that would allow such current or future holder to require the Corporation to include equity securities in any registration statement filed by the Corporation on a basis that is superior senior in any respect way to the piggyback rights granted to the Holders pursuant to Section 2.02hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (PBF Energy Inc.), Registration Rights Agreement (PBF Energy Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect other than pari passu with, or expressly subordinate to the piggyback rights granted to of, the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Abengoa Yield PLC), Registration Rights Agreement (Abengoa, S.A.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation shall not, without the prior written consent of the Required Holders, enter into any agreement with any current or future holder of any equity securities of the Corporation that would allow such current or future holder to require the Corporation to include equity securities in any registration statement filed by the Corporation on a basis that is superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.022.01.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect way to the piggyback rights granted to the Holders pursuant to Section 2.02hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Eagle Rock Energy Partners, L.P.), Registration Rights Agreement (Eagle Rock Energy Partners, L.P.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company or underwritten offering on a basis that is on a parity with or superior in any respect way to the piggyback registration rights granted to the Holders pursuant to Section 2.02hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Allis Chalmers Energy Inc.), Investment Agreement (Allis Chalmers Energy Inc.)

Limitation on Subsequent Registration Rights. From and ---------------------------------------------- after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder Holder of any equity securities of the Corporation Company that would allow such current or future holder Holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect way to the piggyback rights granted to the Holders pursuant to Section 2.02Holder hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Petrosearch Energy Corp)

Limitation on Subsequent Registration Rights. From and after -------------------------------------------- the date hereof, the Corporation shall not, without the prior written consent of the Required Holders, not enter into an agreement granting any agreement with any current holder or future prospective holder of any equity securities of the Corporation registration rights with similar rights that would allow such current or future holder to require the Corporation to include equity securities in any registration statement filed by the Corporation on a basis that is are superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.02hereunder without the written consent of a majority of the Holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Greenwich Technology Partners Inc)

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Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would grant registration rights to such current or future holder or allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company, in either case on a basis that is superior in any respect to would adversely effect the piggyback rights granted to the Holders pursuant to Section 2.02hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Georgia Gulf Corp /De/)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Registration Statement on a basis that is superior in any respect other than expressly subordinate to the piggyback rights granted to of, the Holders pursuant to Section 2.02of Registrable Securities hereunder. [Signature pages follow.]

Appears in 1 contract

Samples: Securities Purchase Agreement (Lonestar Resources US Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Corporation Company shall not, without the prior written consent of the Required HoldersHolders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Corporation Company that would allow such current or future holder piggyback participation rights allowing such current or future holder to require the Corporation Company to include equity securities in any registration statement filed by the Corporation Company on a basis that is superior in any respect to other than pari passu with, or expressly subordinate to, the piggyback rights granted to of the Holders pursuant to Section 2.02of Registrable Securities hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Teekay Corp)

Limitation on Subsequent Registration Rights. From and after the date hereof, the The Corporation shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current holder or future prospective holder of any equity securities of the Corporation that would allow grant such current holder rights to demand the registration of shares of the Corporation’s capital stock, or future holder to require the Corporation to include equity securities such shares in any a registration statement filed that would reduce the number of shares includable by the Corporation on a basis that is superior in any respect to Holders without the piggyback rights granted to consent of the Holders pursuant to Section 2.02of at least a majority of Registrable Securities held by Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Mascoma Corp)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Corporation shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current holder or future prospective holder of any equity securities of the Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Corporation Investors, including the rights to demand the registration of shares of the Corporation’s capital stock, or to include equity securities such shares in any a registration statement filed that would reduce the number of shares includable by the Corporation on a basis that is superior Investors, in any respect to each case without consent of the piggyback rights granted to the Holders pursuant to Section 2.02Preferred Vote.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Corporation shall not, without the prior written consent of the Required HoldersInvestor, enter into any agreement with any current holder or future prospective holder of any equity securities Company Security giving such holder or prospective holder any registration rights the terms of which are more favorable than the Corporation that registration rights granted to the holders of Registrable Securities hereunder, or which would allow such current or future holder to require reduce the Corporation to amount of Registrable Securities the holders can include equity securities in any registration statement filed by the Corporation on a basis that is superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.023 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (EverBank Financial Corp)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Corporation shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current holder or future prospective holder of any equity securities of the Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Corporation Investors, including the rights to demand the registration of shares of the Corporation's capital stock, or to include equity securities such shares in any a registration statement filed that would reduce the number of shares includable by the Corporation on a basis that is superior Investors, in any respect to each case without consent of Investors holding at least 662/3% of the piggyback rights granted to the Holders pursuant to Section 2.02Series C Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Corporation shall not, without the prior written consent of the Required Holders, not enter into any agreement with any current holder or future prospective holder of any equity securities of the Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Corporation Investors, including the rights to demand the registration of shares of the Corporation’s capital stock, or to include equity securities such shares in any a registration statement filed that would reduce the number of shares includable by the Corporation on a basis that is superior Investors, in any respect to each case without consent of Investors holding at least fifty percent (50%) of the piggyback rights granted to the Holders pursuant to Section 2.02Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Corporation shall not, will not enter into any agreement with any Person that would grant such Person any registration rights with respect to any securities of the Corporation without the prior written consent of the Required Holders, enter into any agreement with any current or future holder Holders of any equity securities a majority of the Corporation that would allow such current or future holder to require the Corporation to include equity securities in any registration statement filed by the Corporation on a basis that is superior in any respect to the piggyback rights granted to the Holders pursuant to Section 2.02then outstanding Registrable Securities.

Appears in 1 contract

Samples: Securityholders Agreement (Pinnacle Gas Resources, Inc.)

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