Prior Registration Rights Agreements Sample Clauses

Prior Registration Rights Agreements. This Agreement, and the registration rights granted to Holder, shall be subject to any limitations and conditions set forth in registration rights agreements entered into by the Company prior to the date hereof.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Prior Registration Rights Agreements. This Registration Rights Agreement does not supersede or replace the Amended and Restated Registration Rights Agreement dated October 18, 2007, as amended, between the Company and Vicis, and such Amended and Restated Registration Rights Agreement remains in full force and effect.
Sample 1Sample 2
Prior Registration Rights Agreements. To the extent that any of the provisions herein conflict with any provisions of the Prior Registration Rights Agreements, such conflicts shall be resolved in favor of the rights granted in the Prior Registration Rights Agreements.
Sample 1
Prior Registration Rights Agreements. Notwithstanding any other provision of this Agreement to the contrary, the Company's obligation to register Registrable Securities hereunder shall be suspended to the extent that such registration (i) in the case of a request pursuant to Section 4 hereof, would reduce the amount of registrable securities requested and entitled to be included in such registration statement by any holder granted registration rights pursuant to a Prior Registration Rights Agreement or (ii) in the case of a request pursuant to Section 2, 3 or 4 hereof, could result in such registration being declared effective within 120 days of the effective date of any registration effected pursuant to Section 2 of any of the Prior Registration Rights Agreements. If less than all of the Registrable Securities requested by the Holders may be included in any registration statement as a result of the foregoing sentence, the Registrable Securities so included shall be apportioned pro rata among such Holders. The rights of the Holders arising pursuant to this Agreement shall be subject in all respects to the rights of the holders of registration rights granted pursuant to any of the Prior Registration Rights Agreements.
Sample 1
Prior Registration Rights Agreements. This Agreement shall amend and restate, and replace in their entirety, each of the March 2004 Registration Rights Agreement, Winvest Registration Rights Agreement, and June 2005 Registration Rights Agreement (the “Prior Registration Rights Agreements”). Each Purchaser who was a party to one or more of the Prior Registration Rights Agreements hereby agrees that (i) the Prior Registration Rights Agreements are terminated as of the date hereof, (ii) such Purchasers have no further rights under the Prior Registration Rights Agreements, (iii) such Purchasers hereby forever waive and release the Company from any current or prior breach of, and any current or prior damages, claims, expenses, or other entitlements arising from or under, the Prior Registration Rights Agreements (including without limitation the Accrued Registration Fees thereunder).
Sample 1
Prior Registration Rights Agreements. Notwithstanding any other provision of this Agreement to the contrary, the Company's obligation to register Registrable Securities hereunder shall be suspended to the extent that such registration (i) in the case of a request pursuant to Section 3 hereof, would reduce the amount of registrable securities requested and entitled to be included in such registration statement by any holder granted registration rights pursuant to a Prior Registration Rights Agreement or (ii) in the case of a request pursuant to Section 2 or 3 hereof, could result in such registration being declared effective within 120 days of the effective date of any registration effected pursuant to Section 2 of any of the Prior Registration Rights Agreements. If less than all of the Registrable Securities requested by the Holders may be included in any registration statement as a result of the foregoing sentence, the Registrable Securities so included shall be apportioned pro rata among such Holders. The rights of the Holders arising pursuant to this Agreement shall be subject in all respects to the rights of holders of registration rights granted pursuant to any of the Prior Registration Rights Agreements.
Sample 1
Prior Registration Rights Agreements. This Agreement shall supercede all prior Canadian Registration Rights Agreements between the parties relating to the distribution of securities in Canada and all such agreements are hereby terminated.
Sample 1
AutoNDA by SimpleDocs
Prior Registration Rights Agreements. The Series A Investors and the Majority Holders hereby agree that this Agreement supersedes and entirely replaces the following agreements: 1.1 The Subscription and Registration Rights Agreement and Investment Representation dated February 16, 1996, as amended by Addendum A thereto, by and between the Company and the holders of the December 1994 Notes.
Sample 1

Related to Prior Registration Rights Agreements

  • 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.

  • 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.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • 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.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Amendment to Registration Rights Agreement (a) Section 1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  • Registration Agreement The holder of this Exchangeable Note is entitled to the benefits of a Registration Agreement, dated as of March 25, 2002, by and among the Company, Navistar and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement, the Company and Navistar have agreed for the benefit of the holders of the Exchangeable Notes and the Common Stock issued and issuable upon exchange of the Exchangeable Notes, that (i) they will, at their cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Exchangeable Notes and the Common Stock issuable upon exchange thereof, (ii) the Company and Navistar will use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 210 days after the Issue Date and (iii) the Company and Navistar will use their reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (1) the latest of the second anniversary of (a) the Issue Date, (b) the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option or (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for Exchangeable Notes; (2) the date on which the Exchangeable Notes and the unregistered Common Stock issuable upon their exchange may be sold by non-affiliates of Navistar and Navistar Financial pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Securities Act; (3) the date as of which all the Exchangeable Notes and the Common Stock issuable upon their exchange have been sold under Rule 144 under the Securities Act (or any similar provision then in force) or (4) the date as of which all the Exchangeable Notes or the Common Stock issuable upon their exchange have been sold pursuant to the Shelf Registration. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 210 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined below) for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the latest of (a) the Issue Date, (b) the second anniversary of the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option and (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for the Exchange Notes (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages to each holder of Transfer Restricted Securities that are Exchangeable Notes and Navistar will pay liquidated damages to each holder of Transfer Restricted Securities that are Common Stock (together, "Liquidated Damages") which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $2.50 per annum per 17.944 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $5.00 per annum per 17.944 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. All accrued Liquidated Damages will be paid by check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!