Parent Registration Rights Sample Clauses

Parent Registration Rights. In addition, whenever Parent proposes to register any of its equity securities under the Securities Act (including primary and secondary registrations, and other than in connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms), Parent hereby covenants and agrees to give prompt written notice to Centerbridge of its intention to effect such registration and will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Parent Registrable Securities with respect to which Parent has received written requests for inclusion therein within ten (10) days after delivery of Parent’s notice, subject to the opinion of the managing underwriters on whether the number of securities requested to be included in such registration can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering. Parent shall be responsible for all out-of-pocket expenses incurred by Parent or Centerbridge in connection with the performance of or compliance with this Section 5.02; provided that Centerbridge will bear and pay all underwriting discounts and commissions applicable to the Parent Registrable Securities sold for Centerbridge’s account and all transfer taxes (if any) attributable to the sale of Parent Registrable Securities.
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Parent Registration Rights. The Stockholders acknowledge that the Issuer has granted registration rights to Parent and its Subsidiaries in connection with shares of Issuer Common Stock. Notwithstanding anything to the contrary in this Agreement or any agreement relating to such registration rights, Parent and the Stockholders agree as follows:
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Parent Registration Rights. 40 6.3 Stockholders Agreement..............................................................................41
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Parent Registration Rights. (a) If at any time within three years after the latest Closing Date the Company shall file under the Securities Act any registration statement (other than a registration statement on Form S-4, Form S-8 or any successor form) covering Company Common Xxxxxx xx Xxher Securities (as hereinafter defined) for its own account or for the account of any holder of Company Common Shares or Other Securities, the Company shall permit Parent to include in such registration statement any or all of the Optioned Shares (or, in the case of any adjustment pursuant to Section 1(b), the other securities (the "Other Securities") issuable upon exercise of the Option) which have been or are to be acquired upon the exercise of the Option; provided, however, that if the managing underwriters in any proposed registered public offering shall advise the Company that, in their opinion, the number of Optioned Shares (and/or Other Securities, if applicable) to be included in such registration statement at the request of Parent exceeds the number of Company Common Shares (and/or Other Securities, if applicable) which can be sold in such offering, the Company may exclude from such registration statement all or any portion, as appropriate, of the Optioned Shares (and/or Other Securities, if applicable) requested to be included by Parent. (b) At any time within three years after the latest Closing Date, upon the request of Parent, the Company shall promptly file and use its reasonable best efforts to cause to be declared effective a registration statement under the Securities Act (and all applicable state securities laws) with respect to any or all of the Optioned Shares (and/or Other Securities, if applicable) which have been or are to be acquired upon the exercise of the Option and to cause such registration statement to remain effective for a period of not less than 30 days thereafter (or any shorter period within which all of the Optioned Shares (and/or Other Securities, if applicable) covered by such registration statement shall have been sold or withdrawn from sale or longer period required by any underwriting agreement pursuant to Section 8(e)); provided, however, that the Company shall not be required to have declared effective more than two registration statements pursuant to this paragraph (b) (and not more than one in any consecutive 12-months' period) and shall be entitled to delay the effectiveness of any such registration statement if the commencement of the offering contemplat...
Sample 1
Parent Registration Rights. In the event that any Warrants or Warrant Shares are exchanged for Parent Equity Securities under Section 16 of the Warrant Agreement, then the Parent Equity Securities received will become Registrable Securities under this Section 2, and this Section 2 and Sections 4 and 5 shall apply to the applicable Parent and the Parent Equity Securities on a substantially equivalent basis and the applicable Parent agrees to be bound by such terms.
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Related to Parent Registration Rights

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • Other Registration Rights The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

  • Incidental Registration Rights (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

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