Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the 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 5 contracts
Samples: Registration Rights Agreement (Hawaiian Holdings Inc), Registration Rights Agreement (Airline Investors Partnership Lp), Agreement and Plan of Merger (Hawaiian Airlines Inc/Hi)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (subject to Section 2.1(f)) the Selling Holders of not less than 66-2/351% 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 (Vaalco Energy Inc /De/), Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Registration Rights Agreement (Vaalco Energy Inc /De/)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) 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 (Seneca Foods Corp /Ny/), Registration Rights Agreement (Seneca Foods Corp /Ny/), Registration Rights Agreement (Chiquita Brands International Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.11, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders (i) holders of Registrable Securities requesting registration thereof pursuant to Section 1, representing not less than 66-2/350% of all the Registrable Securities with respect to be covered by such which registration has been requested, shall have consented in writing to the inclusion of such other securitiessecurities or (ii) such inclusion would not have the effect of reducing the amount of Registrable Securities included in such registration.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Culmen Technology Partners Lp), Registration Rights Agreement (Arinco Computer Systems Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.12 hereof, no securities other than Registrable Securities and Common Stock being sold by the Company for its own account shall be included among the securities covered by such registration unless all requesting Holders and the Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration Company shall have consented thereto in writing to the inclusion of such other securitieswriting.
Appears in 2 contracts
Samples: Common Stock Registration Rights Agreement (Westinghouse Air Brake Co /De/), Common Stock Registration Rights Agreement (American Industrial Partners Capital Fund Ii L P)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.11, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders holders of Registrable Securities requesting registration thereof pursuant to Section 1, representing not less than 66-2/350% of all the Registrable Securities with respect to be covered by such which registration has been requested, shall have consented in writing to the inclusion of such other securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Commercial Electronics LLC), Registration Rights Agreement (E Sync Networks Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.12.2 hereof, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of holding not less than 66-2/3% a majority of all 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 (Sonim Technologies Inc), Registration Rights Agreement (Sonim Technologies Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the 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; provided, however, that such consent shall not be required with respect to securities being registered pursuant to the Other Registration Rights Agreements.
Appears in 2 contracts
Samples: Registration Rights Agreement (Playtex Products Inc), Registration Rights Agreement (Haas Robert B)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/351% 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 (Dominion Homes Inc), Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities or securities to be offered and sold by the Company for its own account shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/351% 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 (Phoenix Racing Inc), Registration Rights Agreement (California Tire Co)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the 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.; provided, however, that such consent shall not be
Appears in 1 contract
Samples: Registration Rights Agreement (Blum Richard C & Associates L P)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.11.1, no securities other than Registrable Securities and other securities subject to registration rights granted by the Company shall be included among the securities covered by such registration unless the Selling Initiating Holders of not less greater than 66-2/351% of all the Registrable Securities to be covered by included in such registration shall have consented in writing to the inclusion of such other securities, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Registration Rights Agreement (White Owl Capital Partners)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, except to the extent required by agreements with the Company in effect as of the date hereof, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/351% 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
Registration of Other Securities. Whenever the Company shall -------------------------------- effect a registration pursuant to this Section 2.11, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders holders of Registrable Securities requesting registration thereof pursuant to Section 1, representing not less than 66-2/350% of all the Registrable Securities with respect to be covered by such which registration has been requested, shall have consented in writing to the inclusion of such other securities.
Appears in 1 contract
Samples: Escrow Agreement (Wiltek Inc)
Registration of Other Securities. Whenever the -------------------------------- Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration (assuming the conversion of any Registrable Securities that are Class B Common Stock into Class A Common Stock) shall have consented in writing to the inclusion of such other securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Seneca Foods Corp /Ny/)
Registration of Other Securities. Whenever the Company Buyer shall effect a registration pursuant to this Section 2.1SECTION 7.11, no securities other than Registrable Securities shall may be included among the securities covered by such registration unless the 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 securitieswithout restriction.
Appears in 1 contract
Samples: Asset Purchase Agreement (Platinum Entertainment Inc)
Registration of Other Securities. Whenever the -------------------------------- Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/351% 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 (Unwired Telecom Corp)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.12.1 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% a majority of all Investor 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 (America Service Group Inc /De)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall may be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing without restriction, subject to the inclusion terms of such other securitiesSection 2.1(f) below.
Appears in 1 contract
Samples: Registration Rights Agreement (Platinum Entertainment Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the 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; PROVIDED, HOWEVER, that such consent shall not be required with respect to securities being registered pursuant to the Other Registration Rights Agreements.
Appears in 1 contract
Samples: Registration Rights Agreement (Playtex Products Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.11.1, no securities other than Registrable Securities and other securities subject to registration rights granted by the Company shall be included among the securities covered by such registration unless the Selling Initiating Holders of not less greater than 66-2/351% of all the Registrable Securities to be covered by included in such registration shall have consented in writing to the inclusion of such other securities., which consent shall not be unreasonably withheld or delayed. 4 (c)
Appears in 1 contract
Samples: 3 Registration Rights Agreement (Ponder Industries Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3662/3% 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: Form of Registration Rights Agreement (Hawaiian Holdings Inc)
Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of Shareholders holding not less than 66-2/3% a majority of all the Registrable Securities to be covered included by such registration shall have consented in writing to the inclusion of such other securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Special Metals Corp)