Common use of Limitations on Subsequent Registration Rights Clause in Contracts

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this Agreement.

Appears in 13 contracts

Samples: Registration Rights Agreement (Zenvia Inc.), Registration Rights Agreement (Auna S.A.), Registration Rights Agreement (CI&T Inc)

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Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (ia) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (iib) on terms otherwise more favorable than this Agreement.

Appears in 5 contracts

Samples: Shareholders’ Agreement, Shareholders’ Agreement (Drivetime Automotive Group Inc), Shareholders’ Agreement (Drivetime Automotive Group Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company (i) that would allow which grant such holder or prospective holder rights to include securities of the Company in a registration statement, unless such rights to include securities in any Demand Registration a registration initiated by the Company or Piggyback Registration unless, under the terms of such agreement, such holder by Shareholders that are not superior or prospective holder may include such securities in any such registration only prior to the extent that their inclusion would not reduce the amount rights of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this AgreementShareholders.

Appears in 5 contracts

Samples: Shareholders Agreement (TAL International Group, Inc.), Shareholders Agreement (TAL International Group, Inc.), Shareholders Agreement (TAL International Group, Inc.)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (ia) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Stockholders included therein or (iib) on terms otherwise more favorable than this Agreement.

Appears in 4 contracts

Samples: Registration Rights Agreement (Euramax International, Inc.), Registration Rights Agreement, Registration Rights Agreement (McLeodUSA Holdings Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement without the prior written consent of any Institutional Shareholder that is a Five Percent Shareholder with any holder or prospective holder of any securities of the Company (ia) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Incidental Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (iib) on terms otherwise more favorable than this Agreement.

Appears in 4 contracts

Samples: Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders’ Agreement (SMART Modular Technologies (WWH), Inc.)

Limitations on Subsequent Registration Rights. The Without the consent of the Holders of a majority of the Registrable Securities, the Company agrees that it shall will not enter into any agreement agreements with any holder or prospective holder of any securities of the Company (i) that which would allow grant such holder or prospective holder registration rights with respect to include the securities of the Company which would have priority over the Registrable Securities with respect to the inclusion of such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this Agreementcontemplated by Section 3.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)

Limitations on Subsequent Registration Rights. The From and after the date of this Agreement, the Company agrees that it shall not not, without the prior written consent of the Majority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, Statement unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their the inclusion would of the securities of such holder or prospective holder will not reduce the amount of the Registrable Securities of Shares which the Holders included therein or (ii) on terms otherwise more favorable than this AgreementInvestors wish to include in such Registration Statement.

Appears in 4 contracts

Samples: Registration Rights Agreement (Ep Medsystems Inc), Registration Rights Agreement (Ep Medsystems Inc), Registration Rights Agreement (Ep Medsystems Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration registration filed pursuant to Section 6.01 or Piggyback Registration unless6.02, (a) unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their the inclusion of such securities would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (iib) on terms otherwise more favorable to such holder or prospective holder than the registration rights provided in this Agreement.

Appears in 3 contracts

Samples: Shareholders' Agreement (Nextel Partners Inc), Shareholders' Agreement (Nextel Partners Inc), Shareholders' Agreement (Nextel Communications Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any registration agreement with any holder or prospective holder of any securities of the Company (ia) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (iib) on terms otherwise materially more favorable than set forth in this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (ALTERRA CAPITAL HOLDINGS LTD), Amalgamation Agreement (Max Capital Group Ltd.)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (ia) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Standby Purchasers included therein or (iib) on terms otherwise more favorable than this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Safety-Kleen, Inc), Registration Rights Agreement (Safety-Kleen, Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not not, without the prior written consent of Shareholders holding a majority of the issued and outstanding Common Stock, enter into any registration agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (ii) on terms otherwise more favorable than the registration rights set forth in this Agreement.

Appears in 2 contracts

Samples: Shareholders’ Agreement, Shareholders’ Agreement

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable to such holder or prospective holder of any securities of the Company than the terms applicable to the Holders set forth in this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Privia Health Group, Inc.), Registration Rights Agreement (Privia Health Group, Inc.)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities Equity Securities of the Company (i) that would allow such holder or prospective holder to include such securities Equity Securities in any Demand Registration or Piggyback Registration Station filed pursuant to Section 2.1 hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities Equity Securities in any such registration Registration Statement only to the extent that their inclusion would not reduce the amount of the Registrable Applicable Securities of the Holders E-Z-EM included therein or (ii) on terms otherwise more favorable than this Agreementtherein.

Appears in 2 contracts

Samples: 5 Corporate Agreement (Angiodynamics Inc), Corporate Agreement (Angiodynamics Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities Equity Securities of the Company (i) that would allow such holder or prospective holder to include such securities Equity Securities in any Demand Registration or Piggyback Registration Station filed pursuant to Section 2.1 hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities Equity Securities in any such registration Registration Statement only to the extent that their inclusion would not reduce the amount of the Registrable Applicable Securities of the Holders Pharmacia included therein or (ii) on terms otherwise more favorable than this Agreementtherein.

Appears in 1 contract

Samples: Corporate Agreement (Monsanto Co /New/)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (ii) on terms otherwise more favorable than this Agreement.Agreement 49

Appears in 1 contract

Samples: Shareholders Agreement (NeoSpine Surgery, LLC)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company Common Stock (i) that would allow such holder or prospective holder to include such securities in any Demand Registration, Piggyback Registration or Piggyback Shelf Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable in the aggregate than this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Target Hospitality Corp.)

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Limitations on Subsequent Registration Rights. The Except as otherwise provided in Section 5.2 below, from and after the date of this Agreement, the Company agrees that it shall not not, without the prior written consent of the Majority-in-Interest, enter into any agreement with any holder or prospective holder of any securities of the Company (i) that which would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, registration unless such holder or prospective holder may include such securities in any such registration only to the extent that their the inclusion would of such securities shall not reduce the amount number of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this Agreementwhich are included.

Appears in 1 contract

Samples: Rights Agreement (Innolog Holdings Corp.)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement (other than this Agreement or any amendment to this Agreement) with any holder or prospective holder of any securities of the Company (i) that would allow grant such holder or prospective holder rights to demand the registration of shares of the Company’s capital stock, or to include such securities shares in any Demand Registration or Piggyback Registration unlessregistration statement, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount number of shares includable therein by the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable Holders, other than this Agreementa Special Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Globus Medical Inc)

Limitations on Subsequent Registration Rights. The From and after the date of this Agreement, the Company agrees that it shall may not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would would, allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their the inclusion would of such securities will not reduce the amount number of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this Agreementthat are included.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Access Industries Holdings LLC)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (ii) on terms otherwise more favorable than this Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (NeoSpine Surgery, LLC)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder registration rights with respect to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only that are superior to the extent that their inclusion would not reduce the amount of the Registrable Securities those of the Holders included therein granted hereunder unless such rights are approved by Holders holding not less than a majority of the Aggregate Registrable Securities hereunder, which approval shall not be unreasonably withheld or (ii) on terms otherwise more favorable than this Agreementdelayed.

Appears in 1 contract

Samples: S Rights Agreement (Trulite Inc)

Limitations on Subsequent Registration Rights. (a) The Company agrees that it shall not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company (i) that would allow which grant such holder or prospective holder rights to include securities of the Company in a registration statement, unless such rights to include securities in any Demand Registration a registration initiated by the Company or Piggyback Registration unless, under the terms of such agreement, such holder by Shareholders that are not superior or prospective holder may include such securities in any such registration only prior to the extent that their inclusion would not reduce the amount rights of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this AgreementShareholders.

Appears in 1 contract

Samples: Shareholders Agreement (JZ Capital Partners LTD)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (iA) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (iiB) on terms otherwise more favorable than this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Heartland Payment Systems Inc)

Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any registration agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders Shareholders included therein or (ii) on terms otherwise more favorable than this Agreement.

Appears in 1 contract

Samples: Shareholders' Agreement (Axis Capital Holdings L)

Limitations on Subsequent Registration Rights. The From and after the date hereof, the Company agrees that it shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company (i) registration rights with respect to such securities that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unlessregistration filed under Section 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their the inclusion would of its securities will not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this AgreementInvestors which is included.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emmis Communications Corp)

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