Lock-up; Registration Rights Sample Clauses

Lock-up; Registration Rights. In connection with the Company seeking Supermajority Approval of a Public Offering, the Unilever Stockholder hereby agrees to negotiate in good faith the terms of (a) a customary lock-up agreement with the Company, and (b) a waiver of the Unilever Stockholder’s rights under Section 8.1 in exchange for customary registration rights for the Unilever Shares; provided, however, that the Unilever Stockholder may withhold its approval of such Public Offering and may withhold its agreement to any such lock-up or waiver in its sole discretion and for any reason whatsoever.
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Lock-up; Registration Rights. Pursuant to the terms of the Registration Rights Agreement signed in conjunction with this Warrant, certain piggy-back registration rights apply to the Warrant Stock with regard to any registration statement filed by the Corporation. The Corporation may, at the request of an underwriter, if any, limit or exclude such Warrant Stock from a registration statement in connection with a public offering, or impose on each Holder a so-called "lock up" period in connection with a public offering, which lock-up period will not exceed 12 months from the effective date of the registration statement for such public offering. In addition, the Company may exclude the Warrant Stock from registration statements filed pursuant to an acquisition, merger or under Form S-8, and, if such registration statement includes registrable securities of certain selling stockholders who purchased such registrable securities in a previous private placement, the Company may exclude the Warrant Stock from such registration statement. See the Registration Rights Agreement for a full description of the piggy-back registration rights applicable to the Warrant Stock and the limitations on such rights.
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Lock-up; Registration Rights. Except for the registration rights granted pursuant to the Registration Rights Agreement (as defined in this Section 6), the Investor acknowledges and agrees that the Shares may be subject to certain restrictions on transfer following a registered public offering of the Corporation's securities as provided in this Section 6. In connection with any underwritten registration of the Corporation's securities, the Investor agrees, upon the request of the underwriters managing such offering of the Corporation's securities, if applicable, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the registration) without the prior written consent of the Corporation and, if applicable, such underwriters, as the case may be, for such period of time, not to exceed thirty (30) days before and one hundred eighty (180) days, after the effective date of such registration as the Corporation or the underwriters may specify; provided, however, that all executive officers, directors and shareholders holding more than 1% of the fully diluted capital stock of the Corporation are subject to the same restrictions as the Investor. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the underwriter and the Investor. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day or shorter period. Contemporaneous with the execution of this Agreement, the Corporation and the Investor shall enter into a written resale registration rights agreement in form and substance substantially as attached hereto as Exhibit A (the "Registration Rights Agreement"), which shall provide for the registration by the Corporation of the Shares with the Securities and Exchange Commission and such states as may be required by the Investor according to the terms of such agreement. The obligations of the Corporation pursuant to this Section hereof shall cease and terminate upon the earlier to occur of (i) such time as all of the Shares have been resold or (ii) such time as all of the Shares may be sold during any 90 day period pursuant to Rule 144, including Rule 144(k) or (iii) upon the second anniversary date of the effective date of this Agreement.
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Lock-up; Registration Rights. Except for the piggy-back registration rights granted under the Warrant, the Investor acknowledges and agrees that the Securities may be subject to certain restrictions on transfer following a registered public offering of the Corporation's securities as provided in this Section 4. In connection with any registration of the Corporation's securities, the Investor agrees, upon the request of the underwriters managing such offering of the Company's securities, if applicable, or the Company if there are no underwriters, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the registration) without the prior written consent of the Corporation and, if applicable, such underwriters, as the case may be, for such period of time, not to exceed thirty (30) days before and one hundred eighty (180) days, after the effective date of such registration as the Corporation or the underwriters may specify; provided, however, that all executive officers, directors and shareholders holding more than 1% of the fully diluted capital stock of the Corporation are subject to the same restrictions as the Investor. The Corporation and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the underwriter and the Investor. The Corporation may also impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said one hundred eighty (180) day or shorter period.
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Lock-up; Registration Rights. The Corporation may, at the request of an underwriter, if any, limit or exclude such Warrant Stock from a registration statement in connection with a public offering, or impose on each Holder a so-called “lock up” period in connection with a public offering, which lock-up period will not exceed 12 months from the effective date of the registration statement for such public offering. In addition, the Company may exclude the Warrant Stock from registration statements filed pursuant to an acquisition, merger or under Form S-8, and, if such registration statement includes registrable securities of certain selling stockholders who purchased such registrable securities in a previous private placement, the Company may exclude the Warrant Stock from such registration statement. See the Registration Rights Agreement for a full description of the piggy-back registration rights applicable to the Warrant Stock and the limitations on such rights.
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Lock-up; Registration Rights. Pursuant to the terms of the Registration Rights Agreement signed in conjunction with this Common Stock Purchase Warrant, certain piggy-back registration rights apply to the Warrant Stock with regard to any registration statement filed by the Corporation. The Corporation may, at the request of a managing underwriter or placement agent, if any, impose on each Holder a so-called "lock up" period in connection with an initial public offering or a merger, which lock-up period will not exceed 12 months from the effective date of the Registration Statement for such public offering or merger.
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Lock-up; Registration Rights. Each Shareholder and the Optionee hereby agrees that he or it shall not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce the such Shareholder's or Optionee's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to, any of the QuadraMed Shares until such time after the Effective Date of the Merger as QuadraMed has publicly released a report including the combined financial results of QuadraMed and for a period of at least thirty (30) days of combined operations of QuadraMed and the Company within the meaning of Accounting Series Release No. 130, as amended, of the SEC. As soon as practicable thereafter, QuadraMed will provide the Shareholders and the Optionee with registration rights in accordance with the terms and conditions of that certain Registration Rights Agreement, substantially in the form attached hereto as Exhibit "H" and incorporated herein by this reference (the "Registration Rights Agreement"). At such time as a registration statement for the QuadraMed Shares has been declared effective in accordance with the terms and conditions of the Registration Rights Agreement, the provisions of Section 5.3 above shall cease to apply to the QuadraMed Shares.
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Lock-up; Registration Rights 
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Related to Lock-up; Registration Rights

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Registration Rights Transfer a. The Company agrees that, within seventy-five (75) calendar days after the Closing, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Class A Acquired Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing thereof and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Class A Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Class A Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Class A Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Future Registration Rights The Company may agree with its shareholders other than the Holders to allow their participation in any registered offering which may be requested pursuant to Section 12.1 hereof, provided all such rights of participation by shareholders other than the Holders shall be subordinated to the rights of the participating Holders herein, in a manner reasonably satisfactory to the Required Percentage of such Holders and their counsel.

  • Demand Registration Rights At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

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