Common use of No Inconsistent Agreements; Additional Rights Clause in Contracts

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 (i) the Monarch Holders Majority and (ii) the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any Registrable Securities, respectively), any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 or Section 2.02 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 2.02(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 that are exercisable prior to such time as the Investors can first exercise their rights under Section 2.01.

Appears in 3 contracts

Samples: Registration Rights Agreement (Star Bulk Carriers Corp.), Registration Rights Agreement (Monarch Alternative Capital LP), Registration Rights Agreement (Star Bulk Carriers Corp.)

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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 (i) the Monarch Holders Majority and (ii) Institutional Investors holding a majority of the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any then-outstanding Registrable Securities, respectively)Securities held by all Institutional Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 2.01, Section 2.02 or Section 2.02 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 2.02(a)(ii2.03(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 2.012.01 or Section 2.02.

Appears in 3 contracts

Samples: Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (Silk Road Medical 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 (i) the Monarch Holders Majority and (ii) Institutional Investors holding at least 55% of the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any then-outstanding Registrable Securities, respectively)Securities held by all Institutional Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 2.01, Section 2.02 or Section 2.02 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 2.02(a)(ii2.03(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 Investors can first exercise their rights under Section 2.012.01 or Section 2.02.

Appears in 2 contracts

Samples: Registration Rights Agreement (CrowdStrike Holdings, Inc.), Registration Rights Agreement (CrowdStrike 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 (i) the Monarch Holders Majority and (ii) the Oaktree Holders Majority (for so long as the Monarch Holders Tiptree Investors and the Oaktree Holders hold any Registrable Securities, respectively)Warburg Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 2.01, Section 2.02 or Section 2.02 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 2.02(a)(iiSections 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 Investors can first exercise their rights under Section 2.012.01 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 (i) the Monarch Holders Majority and (ii) the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any Registrable Securities, respectively), any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 or Section 2.02 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 Registrations of the type contemplated by Section 2.02(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 that are exercisable prior to such time as the Requesting Investors can first exercise their rights under Section 2.01.

Appears in 2 contracts

Samples: Merger Agreement (Star Bulk Carriers Corp.), Registration Rights Agreement (Oaktree Capital Management Lp)

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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 (i) the Monarch Holders Majority and (ii) the Oaktree Holders Majority (for so long as the Monarch Holders Tiptree Investors and the Oaktree Holders hold any Registrable Securities, respectively)Warburg Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 2.01, Section 2.02 or Section 2.02 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 2.02(a)(ii2.03(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 Investors can first exercise their rights under Section 2.012.01 or Section 2.02.

Appears in 1 contract

Samples: 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 (i) the Monarch Holders Majority and (ii) Institutional Investors holding a majority of the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any then-outstanding Registrable Securities, respectively)Securities held by all Institutional Investors, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, 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 2.01, Section 2.02 or Section 2.02 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 2.02(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 can first exercise their rights under Section 2.012.01 or Section 2.02.

Appears in 1 contract

Samples: Registration Rights Agreement (Outset Medical, Inc.)

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