Common use of Other Registration Rights Clause in Contracts

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 12 contracts

Samples: Registration Rights Agreement (Specialty Building Products, Inc.), Registration Rights Agreement (A.K.A. Brands Holding Corp.), Registration Rights Agreement (iCIMS Holding LLC)

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Other Registration Rights. Except as provided in this Agreement, so long as any Holder owns any Registrable Securities, the Company will not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, which conflicts with the rights granted to the Holders hereunder, without the prior written consent of the Sponsor Investors; provided that, with the prior approval Holders of at least 50% of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc), Registration Rights Agreement (Isis Pharmaceuticals Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 6 contracts

Samples: Registration Rights Agreement (Allvue Systems Holdings, Inc.), Registration Rights Agreement (Paycor Hcm, Inc.), Registration Rights Agreement (InnovAge Holding Corp.)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities Capital Stock of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of a majority of the Sponsor Investors, Parthenon Investor Registrable Securities and the Company may grant rights to employees holders of a majority of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Xxxxx Investor Registrable Securities” hereunder.

Appears in 5 contracts

Samples: Registration Rights Agreement (Hsieh Anthony Li), Registration Rights Agreement (loanDepot, Inc.), Registration Rights Agreement (loanDepot, Inc.)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderORCP Stockholders.

Appears in 3 contracts

Samples: Stockholders Agreement (Primo Brands Corp), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)

Other Registration Rights. Except as provided in this Agreement, ------------------------- so long as any Holder owns any Registrable Securities, the Company will not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, which conflicts with the rights granted to the Holders hereunder, without the prior written consent of the Sponsor Investors; provided that, with the prior approval Holders of at least 50% of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement (Depomed Inc), Registration Rights Agreement (Ribozyme Pharmaceuticals Inc), Registration Rights Agreement (Ribozyme Pharmaceuticals Inc)

Other Registration Rights. Except as provided in this Agreement, without the written consent of the Required REI Shareholders, the Company will not grant to any Person(s) Person the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or convertible, exchangeable into or exercisable for or into such securities, without other than piggyback registration rights entitling the prior written consent of the Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries holder thereof to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder Company-initiated registrations, subject to the prior rights of “Executive holders of Registrable Securities” hereunder.

Appears in 3 contracts

Samples: Investment Agreement (Recovery Equity Investors Ii Lp), Registration Rights Agreement (Chadmoore Wireless Group Inc), Registration Rights Agreement (Moore Robert W/Nv)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not hereafter grant to any Person(s) person the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of a majority of the Sponsor InvestorsRegistrable Securities, provided that the Company may grant rights to employees of the Company and its Subsidiaries other persons to participate in Piggyback Registrations piggyback registrations as provided in Section 2 hereof so long as they sign a Joinder as an “Executive” and Holder such rights are subordinate to the rights of “Executive the holders of Registrable Securities” hereunderSecurities with respect to such piggyback registrations.

Appears in 3 contracts

Samples: Registration Rights Agreement (IHL Investments, LLC), Registration Rights Agreement (Teltronics Inc), Registration Rights Agreement (Harris Corp /De/)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval Holders of a majority of the Sponsor Investors, the Company may grant rights to employees LCP Registrable Securities and Holders of a majority of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive GIC Registrable Securities” hereunder.

Appears in 3 contracts

Samples: Registration Rights and Lock Up Agreement (Leslie's, Inc.), Registration Rights and Lock Up Agreement (Leslie's, Inc.), Registration Rights and Lock Up Agreement (Leslie's, Inc.)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register register, on terms which are senior to the rights of the holders of Investor Registrable Securities provided in this Agreement, any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of at least seventy percent (70%) of the Sponsor Investors, the Company may grant rights to employees Investor Registrable Securities issued or issuable in respect of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderSenior Preferred Stock.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Soundbite Communications Inc), Investors' Rights Agreement (Soundbite Communications Inc)

Other Registration Rights. Except as provided in this Agreement, so ------------------------- long as any Holder owns any Registrable Securities, the Company will not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, which conflicts with the rights granted to the Holders hereunder, without the prior written consent of the Sponsor Investors; provided that, with the prior approval Holders of at least 50% of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Targeted Genetics Corp /Wa/), Registration Rights Agreement (Depomed Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor InvestorsMidCo; provided that, with without the prior approval of the Sponsor InvestorsMidCo, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Birkenstock Holding PLC), Registration Rights Agreement (Birkenstock Holding LTD)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the each Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderInvestor.

Appears in 2 contracts

Samples: Registration Rights Agreement (Powerschool Holdings, Inc.), Registration Rights Agreement (Powerschool Holdings, Inc.)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiaryincidental or "piggy-back" rights that are superior or pari pasu with respect to any equity security of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderGroup.

Appears in 2 contracts

Samples: Registration Rights Agreement (Fidelity National Financial Inc /De/), Registration Rights Agreement (Fidelity National Financial Inc /De/)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Ultra Investors; provided that, with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Paya Holdings Inc.), Registration Rights Agreement (Fintech Acquisition Corp Iii Parent Corp)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor InvestorsInvestor; provided that, with the prior approval of the Sponsor InvestorsInvestor, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Torrid Holdings Inc.), Registration Rights Agreement (Torrid Holdings Inc.)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor InvestorsMajority Holders; provided that, with the prior approval of the Sponsor InvestorsMajority Holders, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “ExecutiveOther Investor” and Holder of “Executive Other Investor Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (WEBTOON Entertainment Inc.), Registration Rights Agreement (WEBTOON Entertainment Inc.)

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Other Registration Rights. Except with respect to securities issued by the Company in connection with an acquisition, a debt financing transaction or entering into a long-term business relationship with a strategic partner approved by the Company's board of directors and as otherwise provided in this Agreement, the Company will shall not grant to any Person(s) Person the right to request that the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities securities, options or rights convertible into or exchangeable into or exercisable for any such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of a majority of each of the Sponsor Investors, GTCR Registrable Securities and the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Investor Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Agreement (Coinmach Corp), Registration Agreement (Appliance Warehouse of America Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of a majority of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Founder Investor Registrable Securities” hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ryan Specialty Group Holdings, Inc.), Registration Rights Agreement (Ryan Specialty Group Holdings, Inc.)

Other Registration Rights. Except as provided in this Agreement, ------------------------- the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investorsholders of at least a majority of the Registrable Securities; provided that, with the prior approval of the Sponsor Investors, that the Company may grant rights to employees of the Company and its Subsidiaries other Persons to participate in Piggyback -------- Incidental Registrations so long as they sign a Joinder as an “Executive” and Holder such rights are subordinate to the rights of “Executive the holders of Registrable Securities” hereunderSecurities with respect to such Incidental Registrations.

Appears in 1 contract

Samples: Securityholders Agreement (M Foods Investors LLC)

Other Registration Rights. Except as provided in this Agreement, so long as any Holder owns any Registrable Securities, the Company will not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, which conflicts with the prior approval of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.the

Appears in 1 contract

Samples: Registration Rights Agreement (Isis Pharmaceuticals Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor InvestorsTHL Agiliti; provided that, with the prior approval of the Sponsor InvestorsTHL Agiliti, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Agiliti, Inc. \De)

Other Registration Rights. Except as provided in this Agreement, the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiaryincidental or “piggy-back” rights that are superior or pari pasu with respect to any equity security of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of at least 90% of the Sponsor Investors, Registrable Shares then owned by the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderSponsors.

Appears in 1 contract

Samples: Registration Rights Agreement (Comdata Network, Inc. Of California)

Other Registration Rights. Except as provided in this Agreement, ------------------------- the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for EXECUTION COPY -------------- such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of a majority of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 1 contract

Samples: Registration Agreement (Zefer Corp)

Other Registration Rights. Except as provided in this Agreement, ------------------------- the Company will shall not grant to any Person(s) Persons the right to request the Company or any Subsidiary to register any equity securities of the Company (whether as a demand registration or any Subsidiarypiggyback registration), or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor Investors; provided that, with the prior approval each of the Sponsor Investors, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunderInvestor Directors.

Appears in 1 contract

Samples: Registration Agreement (Pac-West Telecomm Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will not hereafter grant to any Person(s) the Person or Persons any right to request the Company or any Subsidiary to register any equity securities of the Company or any SubsidiaryCompany, or any securities convertible or exchangeable into or exercisable for such securities, which are senior to or preferential to the registration rights granted herein, without the prior written consent of the Sponsor Investors; provided that, with the prior approval holders of at least a majority of the Sponsor InvestorsUnited Registrable Shares. In addition, the Company may grant rights represents that all consents necessary to employees of enable the Company to enter into this Agreement have been obtained and its Subsidiaries the Company has all requisite power and authority to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” execute and Holder of “Executive Registrable Securities” hereundercarry out this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Ceres Group Inc)

Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person(s) Person the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Sponsor InvestorsMajority Holders; provided that, with the prior approval of the Sponsor Investors, that the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Chindata Group Holdings LTD)

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