Common use of Other Registration Rights Clause in Contracts

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback,” or other rights, unless such rights that are more favorable subject and subordinate to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights, unless such rights that are more favorable to such Persons as compared subject and subordinate to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities until at least the date that violates or subordinates is 18 months after the rights of the Holders under this AgreementDistribution Date.

Other Registration Rights. The Notwithstanding anything to the contrary in this Agreement the Company shall not (i) be permitted to grant to any Persons Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities; provided that to the extent the Company grants, whether prior to effecting a registration pursuant to “demand,” “piggyback” or other Section 2.1(a), any registration rights to any Person that are more favorable to such Persons as compared to Person than the rights of the Holders under this Agreement or (ii) enter into any agreementShareholder contained herein, take any action or permit any change the Company shall concurrently grant such rights to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementShareholder.

Other Registration Rights. The Company shall will not (i) grant to any Persons persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or unless such rights of other rights that persons are more favorable to such Persons as compared to pari passu with the rights of Holders hereunder, or subordinate and subsequent to such rights, without the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights written consent of the Holders under this AgreementHolders.

Other Registration Rights. The Except pursuant to the Other Registration Rights Agreements, the Company shall not (i) grant to any Persons the right to request the Company to register Register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback,” or other rights, unless such rights that are more favorable subject and subordinate to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any Persons represents that, as of the date hereof and other than as set forth herein, no Person has the right to request the Company or require it to register any equity securities issued by it. The Company will not grant any Person any registration rights with respect to the capital shares of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights Company that are more favorable to such Persons as compared to prior in right or in conflict or inconsistent with the rights of the Holders under as set forth in this Agreement or Article II in any material respect (ii) enter into any agreement, take any action or permit any change it being understood that this shall not preclude the grant of additional demand and piggyback registration rights in and of themselves so long as such rights are not prior in right to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement).

Other Registration Rights. The Except as provided in this Agreement, the Company shall will not (i) grant to any Persons Person(s) the right to request the Company or any Subsidiary to register any equity securities of the CompanyCompany or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement Majority Investors, which consent shall not be unreasonably withheld, conditioned or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreementdelayed.

Other Registration Rights. The Company shall not (i) may hereafter grant to any Person or Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of the Holders Registrable Securities; provided, however, the securities held by such Person or Persons may not have priority over Registrable Securities under this AgreementSection 2(g).

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company or any incidental 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, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementSponsor Group.

Other Registration Rights. The Company shall represents that, as of the date hereof, it has not (i) grant granted to any Persons Person the right to request or require the Company to register any equity securities of issued by the Company, or other than as set forth herein. The Company will not grant any securities convertible or exchangeable into or exercisable for such securities, whether pursuant Person any registration rights with respect to “demand,” “piggyback” or other rights the capital stock of the Company that are more favorable to such Persons as compared to prior in right or in conflict or inconsistent with the rights of the Holders under as set forth in this Agreement or Article II in any respect (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities it being understood that violates or subordinates this shall not preclude the grant of additional demand and piggyback registration rights in and of the Holders under this Agreementthemselves).

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) grant to any Persons Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant without the written consent of the holders of a majority of the Registrable Securities; provided that the Company may grant rights to “demand,” “piggyback” or other Persons so long as such rights that are more favorable to such Persons as compared junior to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of a majority of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Except as provided in this Agreement, the Company shall will not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement holders of a majority of the Registrable Securities, or (ii) enter into amend, modify or restate any agreement, take existing agreement or arrangements pursuant to which the Company has previously granted any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreementsuch rights.

Other Registration Rights. The Company shall will not (i) hereafter grant to any Person or Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether or to participate in any registration, which right adversely affects the priority of the Holder in the event of an underwriter cut-back as set forth in Sections 2(d) and 3(b) (to the extent the Holder has rights pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreementsections).

Other Registration Rights. The Company shall not (i) may grant to any Persons Person ------------------------- the right to request the Company to register any equity securities of the Company, or any securities convertible or convertible, exchangeable into or exercisable for or into such securities; provided, whether pursuant to “demand,” “piggyback” or other however, that all such registration rights that are more favorable to such Persons as compared shall be -------- ------- subordinate in all respects to the registration rights held by the holders of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Except as provided in this Agreement, ------------------------- the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for EXECUTION COPY -------------- such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of a majority of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Notwithstanding anything to the contrary in this Agreement the Company shall not (i) be permitted to grant to any Persons Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant without the consent of holders of any Registrable Securities and nothing in this Agreement shall restrict the Company's ability to “demand,” “piggyback” or give any other persons registration rights that which are more favorable to such Persons as compared senior to the registration rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreementgranted hereunder.

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) enter into any agreement with any Person to grant to any Persons such Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights securities on terms that are more favorable to such Persons as compared than the registration rights granted to the rights holders of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementRegistrable Securities hereunder.

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) grant to any Persons Person(s) the right to request or cause the Company or any Subsidiary of the Company to register any equity securities of the Company or such Subsidiary of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable prior to such Persons as compared to or that would limit the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates Purchasers hereunder without the rights prior written consent of the Holders under this Agreement.Purchasers.‌

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” which rights have priority over, or other rights that are more favorable to such Persons as compared to inconsistent with, the rights of the Holders holders of Registrable Securities under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates without the rights prior written approval of the Holders under this Agreementholders of at least two-thirds of the Registrable Securities.

Other Registration Rights. The Company shall will not (i) grant to any Persons ------------------------- Person the right to request the Company to register any equity or similar securities of the Company, or any securities convertible or exchangeable into or exercisable for such securitiessecurities to the extent such rights conflict with, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to adverse to, the rights of the Holders under this Agreement or holders of Registrable Securities without the consent of Investors and the holders (iiincluding Investors) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of at least two-thirds of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Except as provided in this Agreement, the Company shall will not (i) grant to any Persons Person(s) the right to request the Company or any Subsidiary to register any equity securities of the CompanyCompany or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are with terms more favorable to such Persons as compared to than those set forth herein or granting equal or greater priority, without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementMajority Holders.

Other Registration Rights. The Except as provided in this Agreement, ------------------------- the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant without the prior written consent of the holders of at least a majority of the Registrable Securities; provided that the Company may grant rights to “demand,” “piggyback” or other Persons to participate in -------- Incidental Registrations so long as such rights that are more favorable to such Persons as compared subordinate to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, holders of Registrable Securities with respect to securities that violates or subordinates the rights of the Holders under this Agreementsuch Incidental Registrations.

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) grant to any Persons Person(s) the right to request or cause the Company or any Subsidiary of the Company to register any equity securities of the Company or such Subsidiary of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable prior to such Persons as compared to or that would limit the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates Purchasers hereunder without the rights prior written consent of the Holders under this AgreementPurchasers.

Other Registration Rights. (a) The Company shall not (i) grant any registration rights to any Persons the right to request the Company to register any existing holder of equity securities of the Company, or any securities convertible or exchangeable into or exercisable for Common Stock of the Company held by any existing holder of such securities, whether pursuant to “demand,” “piggyback” or other which rights that are significantly more favorable to such Persons as compared than the registration rights granted to the holders hereunder; provided, that the Company may grant registration rights to existing holders of its equity securities (or securities convertible into shares of Common Stock held by any existing holder of such securities) on a pari passu basis with the Holders under this Agreement Registrable Shares so long as the grant of such rights does not conflict with or (ii) enter into otherwise alter any agreement, take any action or permit any change rights granted to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreementholders hereunder.

Other Registration Rights. The Company shall not (i) grant to any Persons persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” which conflict or other rights that are more favorable to such Persons as compared to inconsistent with the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change pursuant to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement.

Other Registration Rights. The Company shall will not (i) grant to any Persons the right to request that the Company to register any equity securities of the Company, or any securities convertible into or exchangeable into or exercisable for any such securities, whether except as provided in this Agreement, except pursuant to registrations on Form S-4 or Form S-8 (or any successor or similar forms), or as otherwise consistent with the terms hereof (“demand,” “piggyback” or other rights that are more favorable to Other Registration Rights”). All such Persons as compared Other Registration Rights will be subordinate in priority to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates Sun Registrable Securities and the rights of the Holders under this AgreementOther Registrable Securities as set forth herein.

Other Registration Rights. The Company shall not (i) grant to any Persons the right any rights to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant unless such rights are expressly designated as subordinate and junior to “demand,” “piggyback” or other (including, without limitation, rights that are more favorable to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates underwriter cutbacks or subordinates the rights of the Holders under this Agreementsimilar limitations) those granted hereunder.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register Register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback,” or other rights, unless such rights that are more favorable subject and subordinate to such Persons as compared to the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any ------------------------- Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other securities unless such rights that are more favorable to such Persons as compared to consistent with the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders granted under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other unless in the good faith judgment of the Company at the time of such grant such rights that are more favorable to such Persons as compared to consistent with the rights of the Holders granted under this Agreement and do not otherwise materially adversely affect or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates materially adversely restrict the rights of the Holders under this Agreementgranted hereunder to UPC or its Permitted Transferees.

Other Registration Rights. The Company shall not (i) may grant to any Persons Person the right to request the Company to register any equity securities of the Company, or any securities convertible or convertible, exchangeable into or exercisable for or into such securitiessecurities ("Other Securities"); provided, whether pursuant to “demand,” “piggyback” or other however, that all such registration rights that are more favorable to such Persons as compared shall be subordinate in all respects to the registration rights held by the holders of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Except as provided in this Agreement, the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company or any incidental 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, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of at least 90% of the Holders under this AgreementRegistrable Shares then owned by the Sponsors.

Other Registration Rights. The Company shall not (i) grant to ------------------------- any Persons Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other unless such rights that are more favorable to such Persons as compared to consistent with the rights of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders granted under this Agreement.

Other Registration Rights. The Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company or any incidental 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, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of F Co. Parent and the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementSponsor Group.

Other Registration Rights. The Except as provided in this ------------------------- Agreement, the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights holders of a majority of the Holders under this AgreementRegistrable Securities.

Other Registration Rights. The Except as provided in this Agreement, ------------------------- the Company shall not (i) grant to any Persons the right to request the Company to register any equity securities of the CompanyCompany (whether as a demand registration or piggyback registration), or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback” or other rights that are more favorable to such Persons as compared to without the rights prior written consent of each of the Holders under this Agreement or (ii) enter into any agreement, take any action or permit any change to occur, with respect to securities that violates or subordinates the rights of the Holders under this AgreementInvestor Directors.