Common use of No Inclusion of Other Securities Clause in Contracts

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of each of the Required HoldersInvestors. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith (other than a Piggyback Registration pursuant to Section 2(g)) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), without the prior written consent of the Required Holders, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith (other than, for the avoidance of doubt, pursuant to Section 2(g)) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement. or with respect to Excluded Securities (as defined in the Securities Purchase Agreement).

No Inclusion of Other Securities. The Except as set forth on Schedule 2(i), the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith with Section 2(a) or Section 2(d) above without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, other than the Investor Rights Agreement and PIPE Subscription Agreement and except as otherwise permitted under the Securities Purchase Agreement or the Investor Rights Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith pursuant to this Agreement without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted holders that have any priority to any of the Investor’s rights contained in this Agreement or adversely affect any Investor’s rights under the Securities Purchase this Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until Except as described on Schedule 2(i) attachd hereto, until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith (except as contemplated in Section 2(f)) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into file any agreement providing any registration rights Registration Statement except with respect to any of its security holdersthe Registrable Securities, and except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Except as described on Schedule 2(i) attached hereto, the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersInvestors. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time.

No Inclusion of Other Securities. The Company shall Except for the Placement Agent Shares, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersHolder. Until no amount of the Applicable Date (as defined in the Securities Purchase Agreement)Note remains outstanding, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time in each case without the prior written consent of the Required Holder.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders, except where the Investor requests to exercise the piggyback registration rights pursuant to Section 2(g). Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of each of the Required HoldersInvestors. Until the Applicable Date (as defined in the Securities Purchase Agreement)Date, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith (other than, for the avoidance of doubt, pursuant to Section 2(g)) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement or with respect to Excluded Securities (as defined in the Securities Purchase Agreement).

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement)Date, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders without the Securities Purchase Agreementconsent of the Required Holders.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersBuyers. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holdersBuyers, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersLead Investor. Until such date as the Applicable Date (as defined Registration Statement shall be declared effective in the Securities Purchase Agreementaccordance with Section 2(a), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement. 3.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersHolders (which consent shall not be unreasonably withheld, delayed or conditioned). Until all the Applicable Date (as defined in Registrable Securities have been registered pursuant to a Registration Statement or sold by the Securities Purchase Agreement)Holder, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement and/or the Asset Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement)Date, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersBuyer. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Exchange Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersInvestors. Until the Applicable Date (as defined in the Securities Purchase Agreement), the The Company shall not enter into any agreement providing any registration rights to any of its security holdersholders to the extent such agreement requires, except as or would otherwise permitted under result in, any registration statement of the Securities Purchase AgreementCompany in respect of any securities of the Company (other than the Registrable Securities) becoming effective on or prior to the Applicable Date.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersMajority Investors, provided that, for clarity, the foregoing limitation shall not apply to registration statements contemplated by Section 2(g) that include Registrable Securities. Until the Applicable Date (as defined in the Securities Purchase Debt Exchange Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders other than registration rights granted pursuant to the Securities Purchase Senior Notes Registration Rights Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase AgreementAgreement or pursuant to Section (2) hereof.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersStatement. Until the Applicable Date (Except as defined disclosed in the Securities Purchase Agreement), including the Disclosure Schedule related thereto, until the Applicable Date, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities or the Scopia Shares for issuance or resale on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted holders unless such registration rights are subordinate to the rights of the Investors under this Agreement and do not adversely affect any of the Securities Purchase Agreement.Investors..

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities for issuance or resale on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Except as set forth on Schedule 2(i) attached hereto, the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith pursuant to this Agreement without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersHolder. Until the Applicable Date (as defined in the Securities Common Stock Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time in each case without the prior written consent of the Required Holder.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under holders and the Securities Purchase AgreementCompany shall not file any other registration statement until such time.

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersBuyer. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

No Inclusion of Other Securities. The Company shall in In no event shall the Company include any securities other than Registrable Securities and the Placement Agent Warrant Shares (which it shall have the right to include on any Registration Statement filed in accordance herewith pursuant to the Agreement) on any Registration Statement without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.