Common use of Permitted Registration Rights Assignees Clause in Contracts

Permitted Registration Rights Assignees. The rights of a Stockholder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a party to, this Agreement. A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4.1 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.1.

Permitted Registration Rights Assignees. The rights of a Stockholder hereunder any Holder to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.2 3.1 or Section 2.3 3.2 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to: (a) a Charitable Organization (but only for a period of up to 90 days from the date of such Transfer), (b) a Permitted Transferee, (c) any other transferee that, together with its Affiliates and Affiliated Funds, in the case of this clause (c) acquires shares of Registrable Securities either (i) for consideration of at least $35,000,000 or (ii) having a then fair market value (determined in good faith by the Board) of at least $35,000,000 or (d) acquires all shares of Registrable Securities then held by such Holder and its Affiliates, Affiliated Funds and Manager Designees, if applicable (the transferees described in clauses (a), (b), (c) and (d) each a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 3.5 shall be effective unless the Permitted Registration Rights Assignee, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee transferee to whom rights are transferred pursuant to this Section 4.1 3.5 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.13.5.

Permitted Registration Rights Assignees. The rights of a Stockholder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.2 2.2, Section 2.3 or Section 2.3 2.4 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a party to, this Agreement. A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4.1 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.1.

Permitted Registration Rights Assignees. 4.1 The rights of a Stockholder an Investor or Management and Xxxxxx Party hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, 2.1 or Section 2.2 or Section 2.3 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a party to, this Agreement. A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4.1 4 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.14.

Permitted Registration Rights Assignees. The In addition to the foregoing, the rights of a Stockholder hereunder holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.1 (solely with respect to transfers by Investors to Permitted Transferees) and 2.2 or Section 2.3 (with respect to all Holders) may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to any transferee that, together with its Affiliates, acquires (or holds) shares of Registrable Securities either (i) for consideration of at least $10,000,000 or (ii) having a then fair market value (determined in good faith by the Board at the time of the Transfer) of at least $10,000,000 (each such transferee, a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4.3 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee transferee to whom rights are transferred pursuant to this Section 4.1 4.3 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.14.3.

Permitted Registration Rights Assignees. The In addition to the foregoing, the rights of a Stockholder hereunder holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.1 (solely with respect to transfers by Investors to Permitted Transferees) and 2.2 or Section 2.3 (with respect to all Holders) may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of the Stockholders Agreement or the terms of the Management Stockholders Agreement, as applicable, and this Agreement to any transferee that, together with its Affiliates, acquires (or holds) shares of Registrable Securities either (i) for consideration of at least $10,000,000 or (ii) having a then fair market value (determined in good faith by the Board) of at least $10,000,000 (each such transferee, a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4.3 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee transferee to whom rights are transferred pursuant to this Section 4.1 4.3 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.14.3.

Permitted Registration Rights Assignees. The In addition to the foregoing, the rights of a Stockholder hereunder holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.1 (solely with respect to transfers by Investors to Permitted Transferees) and 2.2 or Section 2.3 (with respect to all Holders) may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to any transferee that, together with its Affiliates, acquires (or holds) shares of Registrable Securities either (i) for consideration of at least $10,000,000, (ii) having a then fair market value (determined in good faith by the Board at the time of the Transfer) of at least $10,000,000; or (iii) in the case of any Investor or Other Investor, representing all of the Registrable Securities then held by such Investor or Other Investor (each such transferee, a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4.3 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee transferee to whom rights are transferred pursuant to this Section 4.1 4.3 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.14.3.

Permitted Registration Rights Assignees. The rights of a Stockholder Holder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, 2.1 or Section 2.2 or Section 2.3 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a party to, this Agreement. A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4.1 4 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.14.

Permitted Registration Rights Assignees. The In addition to the foregoing, the rights of a Stockholder hereunder holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.1 (solely with respect to transfers by Investors to Permitted Transferees) and 2.2 or Section 2.3 (with respect to all Holders) may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to any transferee that, together with its Affiliates, acquires (or holds) shares of Registrable Securities either (i) for consideration of at least $1,000,000, (ii) having a then fair market value (determined in good faith by the Board at the time of the Transfer) of at least $1,000,000; or (iii) in the case of any Investor, representing all of the Registrable Securities then held by such Investor (each such transferee, a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 4.2 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholderan Investor, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee transferee to whom rights are transferred pursuant to this Section 4.1 4.2 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.14.2.

Permitted Registration Rights Assignees. The rights of a Stockholder hereunder Holder of Registrable Securities to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.1 or 2.2 or Section 2.3 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Transferee (such transferee, a “Permitted Registration Rights Assignee of such HolderAssignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 3.4 shall be effective unless the Permitted Registration Rights Assignee, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares such Registrable Securities in respect of which such assignment is made shall continue to be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be a an Other Holder party to, this AgreementAgreement and the holder of Other Holder Shares hereunder. A Permitted Registration Rights Assignee Transferee to whom rights are transferred pursuant to this Section 4.1 3.4 may not again Transfer transfer such rights to any other Permitted Registration Rights AssigneePerson, other than as provided in this Section 4.13.4.