No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each Institutional Investor, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors by this Exhibit A, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(ii) through (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable prior to such time as the Institutional Investors can first exercise their rights under Section 2.01 or Section 2.02.
Appears in 3 contracts
Samples: Shareholder Agreement (Victory Capital Holdings, Inc.), Shareholder Agreement (Brown David Craig), Shareholder Agreement (Victory Capital Holdings, Inc.)
No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each the Institutional InvestorInvestors, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors Holders by this Exhibit AAgreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(ii2.03(a)(iii) through and (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable prior to such time as the Institutional Investors and the Holders can first exercise their rights under Section 2.01 or Section 2.02, as applicable.
Appears in 3 contracts
Samples: Registration Rights Agreement (Waystar Holding Corp.), Registration Rights Agreement (Certara, Inc.), Registration Rights Agreement (Certara, Inc.)
No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each the Institutional InvestorInvestors, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors Holders by this Exhibit AAgreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 2.02, or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(ii2.03(a)(iii) through and (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable prior to such time as the Institutional Investors and the Holders can first exercise their rights under Section 2.01 or Section 2.02, as applicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Waystar Holding Corp.), Registration Rights Agreement (Waystar Holding Corp.)
No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each Institutional Investorthe Tiptree Investors and the Warburg Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors Holders by this Exhibit AAgreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over or pari passu with the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section Sections 2.03(a)(ii) through (iv)) or (bSection 2.03(b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable at or prior to such time as the Institutional Investors can first exercise their rights under Section 2.01 or Section 2.02.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fortegra Group, Inc), Registration Rights Agreement (Tiptree Inc.)
No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each Institutional Investorthe Tiptree Investors and the Warburg Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors Holders by this Exhibit AAgreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over or pari passu with the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(ii) through (iv)) or (bSection 2.03(b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable at or prior to such time as the Institutional Investors can first exercise their rights under Section 2.01 or Section 2.02.
Appears in 1 contract
No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of each the Majority Institutional InvestorInvestors, any agreement with respect to its securities that is inconsistent with the rights granted to the Institutional Investors Holders by this Exhibit AAgreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in of the nature or substantially in of the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(ii) through (iv)) or (b) demand registration rights in of the nature or substantially in of the nature of those set forth in Section 2.01 or Section 2.02 that are exercisable prior to such time as the Majority Institutional Investors can first exercise their rights under Section 2.01 or Section 2.02, as applicable. For the avoidance of doubt, this Agreement shall supersede the Prior Agreements in their entirety, and the Company shall ensure that all Prior Agreements shall be of no further force and effect as of the effective date of this Agreement.
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