Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)
Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Company shall not, without the prior written consent Required Member Approval, enter into any agreement with any holder or prospective holder of any securities of the Holders (a) grant Company giving such holder or prospective holder any registration rights to third parties the terms of which are equivalent to or more favorable than or inconsistent with the registration rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in this Agreementany registration filed pursuant to Section 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (ANTERO RESOURCES Corp), Addendum Agreement (ANTERO RESOURCES Corp), Version Registration Rights Agreement (Antero Resources Finance Corp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the The Company shall not, without the prior written consent of the Holders (a) not grant to any third party any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any actionthan, or permit in any change to occurway conflicting with, with respect to their respective securities any of those contained herein, so long as any of the registration rights under this Agreement remains in effect, provided, in any event, (i) any grant or organizational documents demand or required registration rights shall provide that violates or subordinates the rights expressly granted to the Holders holders of Registrable Securities have incidental or “piggyback” registration rights with respect thereto in this Agreementaccordance with the provisions of Section 3.4 hereof, and (ii) such rights shall not become effective prior to the rights of the holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Investor Rights Agreement (Higher One Holdings, Inc.), Purchase Agreement (Higher One Holdings, Inc.)
Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Company shall not, without the prior written consent of the Holders (a) grant holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights to third parties the terms of which are more favorable than or inconsistent with would reduce the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders amount of Registrable Securities the holders can include in this Agreementany registration filed pursuant to Section 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Superior Well Services, INC), Registration Rights Agreement (Superior Well Services, INC)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders (a) grant any registration rights to third parties which are more favorable than or inconsistent with of a majority of the rights granted hereunder; or (b) outstanding Registrable Securities, enter into any agreement, take agreement with any action, current or permit future holder of any change securities of the Company that would allow such current or future holder to occur, require the Company to include securities in any registration statement filed by the Company or underwritten offering on a basis that is on a parity with respect or superior in any way to their respective securities or organizational documents that violates or subordinates the registration rights expressly granted to the Holders of Registrable Securities in this Agreementhereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Allis Chalmers Energy Inc.), Registration Rights Agreement (Allis Chalmers Energy Inc.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders (ai) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (bii) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities Shares in this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (bi) enter into any agreement, take agreement with any action, current or permit future holder of any change securities of the Company that would allow such current or future holder to occur, with respect require the Company to their respective include securities or organizational documents in any registration statement filed by the Company on a basis that violates or subordinates is superior in any way to the piggyback rights expressly granted to the Holders of Registrable Securities in this AgreementPurchasers hereunder or (ii) grant registration rights to any other Person that would be superior to the Purchasers’ registration rights hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, neither the Company shall notnor any Guarantor shall, without the prior written consent of the Holders (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Required Holders (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective its securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.
Appears in 1 contract
Limitation on Subsequent Registration Rights. From The company covenants and after agrees that, so long as the date hereofHolders hold any Registrable Securities in respect of which any registration rights provided for in Sections 2 and 3 hereof remain in effect, the Company shall will not, without the prior written consent of the Holders (a) directly or indirectly, grant to any registration rights Person or agree to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with otherwise become obligated in respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.of
Appears in 1 contract
Samples: Registration Rights Agreement (SBM Financial, Inc.)
Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Company shall not, without the prior written consent of a majority in interest of the Holders (a) grant Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights to third parties the terms of which are more favorable than or inconsistent with the registration rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreementhereunder.
Appears in 1 contract
Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company shall not, without the prior written consent of the Holders (a) grant any registration rights to third parties holders of a majority of the Common Registrable Shares, which are more favorable than or inconsistent with the rights granted hereunder; or (b) consent shall not be unreasonably withheld, enter into any agreement, take agreement with any action, holder or permit prospective holder of any change to occur, with respect to their respective securities or organizational documents of the Company that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreementwould grant such holder registration rights.
Appears in 1 contract
Samples: Registration Rights Agreement (Angiotech Pharmaceuticals Inc)
Limitation on Subsequent Registration Rights. From and after the date hereof, the The Company shall not, without the prior written consent of the Holders (a) not grant to any third party any registration rights to third parties which are more favorable than than, or inconsistent in any way conflicting with, any of those contained herein, so long as any of the registration rights under this Agreement remains in effect, provided, in any event, (i) any grant of demand or required registration rights shall provide that the Investors have incidental or "piggyback" registration rights with respect thereto in accordance with the provisions of Section 2.4 hereof, and (ii) such rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change shall not become effective prior to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to of the Holders holders of Registrable Securities in this Agreementhereunder.
Appears in 1 contract
Samples: Rights Agreement (Gene Logic Inc)