Common use of Registration of Other Securities Clause in Contracts

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 9 contracts

Samples: Registration Rights Agreement (Remora Royalties, Inc.), Registration Rights Agreement (Remora Royalties, Inc.), Registration Rights Agreement (Parsley Energy, Inc.)

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Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering by one or more holders of Registrable SecuritiesHolders, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Majority Participating Holders shall have consented in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Majority Participating Holders in their sole discretion.

Appears in 7 contracts

Samples: Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (Telewest Global Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 2.2 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. The Company shall not enter into an agreement providing for the right to be included in any such offering with any of its security holders (other than the Holders) unless such agreement shall be expressly subject to the provisions of this Section 2.2(b).

Appears in 4 contracts

Samples: Registration Rights Agreement (Darling International Inc), Registration Rights Agreement (Darling International Inc), Registration Rights Agreement (Bank One Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable SecuritiesSelling Holders, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities Selling Holder to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders Selling Holders of not less than a majority of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 4 contracts

Samples: Registration Rights Agreement (General Electric Capital Corp), Registration Rights Agreement (Krauses Furniture Inc), Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the if inclusion of such other securities would not adversely affect such offering or (ii) result in a request by the holders managing underwriters for a reduction in the number of all Registrable Securities requested to be covered so registered, except as required by such the terms of registration shall have consented rights agreements in writing to effect on the inclusion of such other securitiesdate hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Nextlink Communications Inc /De/), Stock Purchase Agreement (Nextlink Communications Inc / De), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the if inclusion of such other securities would not adversely affect such offering or (ii) result in a request by the holders managing underwriters for a reduction in the number of all Registrable Securities requested to be covered by such registration shall have consented in writing to the inclusion of such other securitiesso registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 2.01 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Purchasers in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Purchasers shall have consented in writing to the inclusion of such other securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Salton Maxim Housewares Inc), Stock Purchase Agreement (Salton Maxim Housewares Inc), Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.)

Registration of Other Securities. Whenever the Company shall effect a -------------------------------- registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hightower Jack), Registration Rights Agreement (Petroglyph Energy Inc), Registration Rights Agreement (Pure Resources Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration (and each holder of Warrants therefor) in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration (and the holders of all Warrants therefor) shall have consented in writing to the inclusion of such other securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Boots & Coots International Well Control Inc), Registration Rights Agreement (Hallwood Energy Corp), Registration Rights Agreement (Hallwood Consolidated Resources Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering by one or more holders Participating Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) Participating Holders representing the managing underwriter Requisite Percentage of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Participating Holders shall have consented in writing to the inclusion therein of such other securitiessecurities and (ii) such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements and the inclusion of such securities will not have a material adverse effect on the offering (including, without limitation, on the pricing of the offering).

Appears in 3 contracts

Samples: Registration Rights Agreement (Unimark Group Inc), Registration Rights Agreement (Mexico Strategic Advisors LLC), Registration Rights Agreement (Recovery Engineering Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all more than 50% of the Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Corrpro Companies Inc /Oh/), Registration Rights Agreement (Corrpro Companies Inc /Oh/)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Media General Inc), Shareholders' Agreement (Garden State Newspapers Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 5.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) in the case of an underwritten offering, the managing underwriter of such offering shall have advised each holder such holders of such Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering offering, or (ii) the such holders of all such Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. Any persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense will pay their share of the Registration Expenses as provided in Section 5.7.

Appears in 2 contracts

Samples: Investor Rights Agreement (Net2000 Communications Inc), Investor Rights Agreement (Blue Water Strategic Fund I LLC)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Demand Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the if inclusion of such other securities would not adversely affect such offering or (ii) result in a request by the holders managing underwriters for a reduction in the number of all Registrable Securities requested to be covered by such registration shall have consented in writing to the inclusion of such other securitiesso registered.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Xo Communications Inc), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities9.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not in the underwriter's reasonable judgment adversely affect such offering or (ii) the holders of all a majority of Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bionutrics Inc), Stock Purchase Agreement (Ac Humko Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Holders of Registrable Securitiesthe Shares, no securities other than Registrable Securities the Shares and the Prior Shares shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Purchaser in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Purchaser shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Subscription Agreement, Registration Rights Agreement (Consumer Portfolio Services Inc)

Registration of Other Securities. Whenever the Reorganized Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders any Stockholder and any Other Investors of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Stockholder or Stockholders so registering Registrable Securities to be covered by such registration in writing that (the inclusion of such other securities would not adversely affect such offering or (ii"Registering Stockholders") the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Registering Stockholders in their sole discretion.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bio Plexus Inc), Registration Rights Agreement (Appaloosa Management Lp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Execution Copy Registration Rights Agreement (Polaroid Corp), Registration Rights Agreement (Nestle Holdings Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 2.2 in connection with an underwritten offering by one or more holders any Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) if the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Company and the Selling Holders in writing that the inclusion of such other securities would not adversely affect such offering or (ii) ), if such offering is not an underwritten offering, unless the holders Selling Holders of not less than 50% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Penril Datacomm Networks Inc), Registration Rights Agreement (Pequot General Partners)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 3.1 in connection with an underwritten offering by one or more holders Participating Holders of Registrable Securities, no securities other than Registrable Securities shall not be included among the securities covered by such registration unless (i) to the extent that the managing underwriter of such underwritten offering shall have advised each holder inform the Company by letter of Registrable Securities to be covered by such registration in writing its belief that the inclusion of such other securities would not materially adversely affect such offering or (ii) including, without limitation, on the holders pricing of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesoffering).

Appears in 2 contracts

Samples: Registration Rights Agreement (Appaloosa Management Lp), Registration Rights Agreement (Inamed Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securitiesoffering, no securities other than Registrable Securities shall may be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall in writing have advised each holder of Registrable Securities to be covered by such the Company and the Holders requesting registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesoffering.

Appears in 2 contracts

Samples: Registration Rights Agreement (Covol Technologies Inc), Registration Rights Agreement (Pacificorp /Or/)

Registration of Other Securities. Whenever the Company Corporation shall effect a registration pursuant to this Section 2.1 2.2 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. The Corporation shall not enter into an agreement providing for the right to be included in any such offering with any of its security holders (other than the Holders) unless such agreement shall be expressly subject to the provisions of this Section 2.2(b).

Appears in 2 contracts

Samples: Registration Rights Agreement (Argonaut Group Inc), Registration Rights Agreement (Argonaut Group Inc)

Registration of Other Securities. Whenever the Company shall effect a registration Registration pursuant to this Section 2.1 3 in connection with an underwritten offering Underwritten Offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration Registration unless (ia) the managing underwriter of such offering shall have advised each selling holder of Registrable Securities to be covered by such registration Registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the selling holders of a majority of all Registrable Securities to be covered by such registration Registration shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (National Media Corp), Registration Rights Agreement (Valuevision International Inc)

Registration of Other Securities. Whenever the Company shall effect a registration Demand Registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Requesting Holder in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Requesting Holder shall have consented in writing to the inclusion of such other securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Torch Offshore Inc), Registration Rights Agreement (Torch Offshore Inc)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section SECTION 2.1 in connection with an ----------- underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders Selling Holders of not less than 50% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Polyphase Corp)

Registration of Other Securities. Whenever the Company shall effect a registration Demand Registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Requisite Holders shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Encore Acquisition Co)

Registration of Other Securities. Whenever the Company shall effect -------------------------------- a registration pursuant to this Section 2.1 1.01 in connection with an underwritten offering by one or more holders the Holder of Registrable Securities, no securities (other than Registrable Securities Securities) shall be included among the securities covered by such registration unless (i) if the managing underwriter underwriter, if any, of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Holder and the Company in writing of its belief that the inclusion of such other securities would not adversely affect substantially interfere with such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesoffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Continental Cablevision Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not in the underwriter's reasonable judgment adversely affect the marketing or the selling price of the Registrable Securities to be covered by such offering or (ii) registration and the holders of all a majority of Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. The Company will not grant to any person at any time on or after the date hereof any right to be included among the securities registered pursuant to this Section 2.1 that is inconsistent with this Section 2.1(b).

Appears in 1 contract

Samples: Registration Rights Agreement Registration Rights Agreement (Seracare Inc)

Registration of Other Securities. Whenever Except as set forth in Section 2.1(g) below, whenever the Company shall effect a registration made pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities2.1(a), no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Stockholders in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all a majority of the Registrable Securities electing to be covered by such include shares in the registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Metropcs Communications Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Owners of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless unless: (i) the managing underwriter of such offering shall have advised each holder Owner of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering offering, or (ii) the holders Owners of all at least a Super Majority of the Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.)

Registration of Other Securities. Whenever Except as set forth in Section 6.1(g) below, whenever the Company shall effect a registration made pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities6.1(a), no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Stockholders in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all a majority of the Registrable Securities electing to be covered by such include shares in the registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stockholders Agreement (Metropcs Communications Inc)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 4.1 in connection with an underwritten offering by one or more holders of Registrable Securitiesthe Initiating Holders, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Initiating Holders in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration Initiating Holders shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stockholders' Agreement (Homestore Com Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 section in connection with an underwritten offering by one or more holders of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders Holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Nde Environmental Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders Selling Holders of not less than a majority of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Worms & Co Inc)

Registration of Other Securities. Whenever the Company shall effect a registration Demand Registration of Common Stock pursuant to this Section 2.1 SECTION 2.01(A) in connection with an underwritten offering by one or more holders of Registrable Securitiesthe Holders, no securities other than Registrable Securities shares of the Common Stock shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Company in writing that the inclusion of such other securities would not adversely affect such offering or and (ii) the holders Holders of all Registrable Securities to be covered by participating in such registration Demand Registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stock Ownership and Registration Rights Agreement (Texoil Inc /Nv/)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not in the underwriter's reasonable judgment adversely affect such offering the marketing or (ii) the holders selling price of all the Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesregistration.

Appears in 1 contract

Samples: Registration Rights Agreement (Us Legal Support Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section SECTION 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders Selling Holders of not less than 50% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: ________________________________________ (Polyphase Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 1.01 in connection with an underwritten offering by one or more holders the Holder of Registrable Securities, no securities (other than Registrable Securities Securities) shall be included among the securities covered by such registration unless (i) if the managing underwriter underwriter, if any, of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Holder and the Company in writing of its belief that the inclusion of such other securities would not adversely affect substantially interfere with such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesoffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Us West Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities2.2, no securities (other than Registrable Securities New Common Stock) shall be included among the securities covered by such registration unless (i) if, in connection with an underwritten offering by any Selling Holders of Registrable New Common Stock, the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Company and the Selling Holders in writing that the inclusion of such other securities would not adversely affect such offering or (ii) if such offering is not an underwritten offering, unless the holders Selling Holders of all not less than 66 2/3% of the Registrable Securities New Common Stock to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Harvard Industries Inc)

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Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities1.1 hereof, no securities other than Registrable Debentureholder Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Debentureholder Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders Selling Holders of not less than 50% of all Registrable Debentureholder Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stockholders Agreement (Sfac New Holdings Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not in the underwriter's reasonable judgment adversely affect such offering the marketing or (ii) the holders selling price of all the Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesregistration.

Appears in 1 contract

Samples: Registration Rights Agreement (Source Media Inc)

Registration of Other Securities. Whenever the Company -------------------------------- shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders the Purchasers of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the if inclusion of such other securities would not adversely affect such offering or (ii) result in a request by the holders managing underwriters for a reduction in the number of all Registrable Securities requested to be covered by such registration shall have consented in writing to the inclusion of such other securitiesso registered.

Appears in 1 contract

Samples: Registration Rights Agreement (McLeodusa Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Crown Crafts Inc)

Registration of Other Securities. Whenever the Company shall effect a registration Full Demand Registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Recoton Corp)

Registration of Other Securities. Whenever the Company shall effect a registration the Full Demand Registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Recoton Corp)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 1.01 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities and CP/BV Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter underwriter, if any, of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Representative in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesoffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Continental Cablevision Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities9. 1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) in the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.underwriter's

Appears in 1 contract

Samples: Stock Acquisition Agreement (Bionutrics Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, 1.1 no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Partnership in writing that the inclusion of such other securities would not materially adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Partnership shall have consented in writing (which consent shall be in the sole discretion of the Partnership) to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Optel Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Dianon Systems Inc)

Registration of Other Securities. Whenever If the Company shall effect a effects the registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such the registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such the registration (and the holders of all Warrants therefor) shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Air Cure Technologies Inc /De)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (SCC Communications Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 2 in connection with an underwritten offering by one or more holders of Registrable Securitiesoffering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (ia) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Purchasers in writing that the inclusion of such other securities would not adversely affect such offering or (iib) the holders of all Registrable Securities to be covered by such registration Purchasers shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Compressco Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter Selling Holders of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders less than a majority of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthcare Capital Partners Lp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders the Purchaser of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the if inclusion of such other securities would not adversely affect such offering or (ii) result in a request by the holders managing underwriter for a reduction in the number of all Registrable Securities requested to be covered by so registered. If such Registrable Securities requested to be included in a registration shall have consented in writing pursuant to the inclusion of such this Section 2.1, together with other securities.securities requested

Appears in 1 contract

Samples: Registration Rights Agreement (Water Pik Technologies Inc)

Registration of Other Securities. Whenever the Company shall effect a registration Demand Registration pursuant to this Section 2.1 1(a) in connection with an underwritten offering by one or more the holders of the Registrable SecuritiesShares, no securities other than the Registrable Securities Shares shall be included among the securities covered by such registration unless (i) the 19 managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Company in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the such holders of all Registrable Securities Shares to be covered by such registration registered therein shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Subscription Agreement (Paragon Limited Partnership)

Registration of Other Securities. Whenever Except as set forth in Section 2.1(g) below, whenever the Company shall effect a registration pursuant to this a demand made in accordance with Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities, 2.1(b) no securities other than Investor Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Investors in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all a majority of the Investor Registrable Securities electing to be covered by such include shares in the registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Metropcs Communications Inc)

Registration of Other Securities. Whenever Except as set forth in Section 6.1(g) below, whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities6.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Stockholders in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Stockholders shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stockholders Agreement (Metropcs California/Florida Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders of the Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder the holders of the Registrable Securities proposed to be covered by such registration sold in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all a majority of the Registrable Securities proposed to be covered by such registration sold shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Icon CMT Corp)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Holders of the Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Series B Initiating Holders or Series C Initiating Holders, as applicable (the "Initiating Holders"), in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by Initiating Holders participating in such registration offering shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (SCP Private Equity Partners Ii Lp)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter Selling Holders of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders less than a majority of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Gensia Sicor Inc)

Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1 2.2 in connection with an underwritten offering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or offering, and (ii) the holders requirements of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securitiesSection 2.2(g) below are satisfied.

Appears in 1 contract

Samples: Registration Rights Agreement (Hs Resources Inc)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 in connection with an underwritten offering by one or more holders Holders of Registrable Securitiesthe Shares, no securities other than Registrable Securities the Shares shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Purchaser in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all Registrable Securities to be covered by such registration Purchaser shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Consumer Portfolio Services Inc)

Registration of Other Securities. Whenever Except as set forth in Section 6.1(g) below, whenever the Company shall effect a registration pursuant to this a demand made in accordance with Section 2.1 in connection with an underwritten offering by one or more holders of Registrable Securities6.1(b), no securities other than Investor Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities to be covered by such registration the Investors in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of all a majority of the Investor Registrable Securities electing to be covered by such include shares in the registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: Stockholders Agreement (Metropcs Communications Inc)

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.1 1.1 in connection with an underwritten offering by one or more holders of Registrable SecuritiesSelling Holders, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities Selling Holder to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders Selling Holders of not less than a majority of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Appears in 1 contract

Samples: S Rights Agreement (Velocityhsi Inc)

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