Registration Rights Agreement   Recitals Sample Clauses

Registration Rights Agreement   Recitals. Registration Rights Amendments 1.2(b)(1) Requisite Stockholder Approval 3.5 Sanctions 2.1(w) SEC 2.1(f)(1) SEC Documents 2.1(f)(1) Second Lien Notes 2.1(n) Securities 2.2(c)(1)(ii) Securities Act 2.1 Series A Preferred Stock Recitals Series A-1 Certificate Recitals Series A-1 Preferred Stock Recitals Series A-2 Certificate Recitals Series A-2 Preferred Stock Recitals Significant Holders Recitals Specified Party 4.4(l) Stockholder Meeting 3.5 Subsidiary 2.1(a)(2) Synthetic Leases 6.10(z) Transaction Documents 6.10(z) Transfer 6.10(ee) Utilization Restriction 3.9
Sample 1
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Registration Rights Agreement   Recitals. Registration Statement 7.01(a) Regulatory Filing 7.10(c) Released Claims 6.04 Remedies Exceptions 4.04 Representatives 7.04(a) SEC 5.07(a) SEC Documents 4.27 Securities Act 5.07(a) Security Clearances 4.23(x) Senior Employee 4.11(j) Sponsor Recitals Sponsor Co-Investor Recitals Sponsor Support Agreement Recitals Stockholder Support Agreements Recitals Surviving Corporation 2.02 Surviving Corporation Board 7.17(a)(i) Tax 4.15(q) Tax Return 4.15(q) Taxes 4.15(q) Terminating Company Breach 9.01(f) Terminating Parent Breach 9.01(g) Transaction Proposal 7.01(b) Transfer Taxes 7.12(f) Trust Account 5.13 Trust Agreement 5.13 Trust Fund 5.13 Trustee 5.13 WARN Act 4.11(k) Written Consent 7.03
Sample 1
Registration Rights Agreement   Recitals. Registration Statement 1.01(a) Released Claims 6.02 Stock Election 3.01(b)(ii) Stockholders’ Agreement Recitals Stockholder Support Agreement Recitals Subscribers Recitals Subscription Agreements Recitals Sponsor Support Agreement Recitals Surviving Company Recitals Surviving Company Board 2.06 Surviving Company Bylaws 2.05(b) Surviving Company Certificate of Incorporation 2.05(a) Surviving Provisions 10.02 Terminating Acquiror Breach 10.01(c) Terminating Company Breach 10.01(b) Termination Date 10.01(b) Transaction Proposal 8.03(d) Trust Account 5.08 Trust Agreement 5.08 Trustee 5.08 TS Recitals Unaudited Interim Financial Statements 1.01(a) Unaudited Financial Statements 4.06(a) Written Consent 6.03
Sample 1
Registration Rights Agreement   Recitals. Certificates 1.1(f)(i) Registration Statement 5.11(a) Celtic Sponsor Recitals Released Claims 9.1 Claim 5.17(a) Required Company Shareholder Approval 5.13(a)
Sample 1
Registration Rights Agreement   Recitals. Registration Statement 7.01(a) Released Claims 6.03 Remedies Exceptions 4.04 Representatives 7.04(a) Xxxxxxxx-Xxxxx Act 5.07(a) SEC 5.07(a) Second Certificate of Merger 2.02(a) Second Effective Time 2.02(a) Second Merger Recitals Second Merger Sub Preamble SMMC Preamble SMMC 2020 Equity Incentive Plan Recitals SMMC A&R Bylaws Recitals SMMC A&R Charter Recitals SMMC Acquisition Proposal 7.05(b)(i) SMMC Board 2.05(b) SMMC Board Recommendation 7.02(a) SMMC Charter Amendment Recitals SMMC Class A Common Stock 5.03(a) SMMC Class B Common Stock 5.03(a) SMMC Common Stock 5.03(a) SMMC Disclosure Schedule Article V SMMC Equity Incentive Plan Proposal 7.01(b) SMMC Intervening Event 7.02(b)(ii) SMMC Modification in Recommendation 7.02(a) SMMC Modification in Recommendation Notice Period 7.02(a) SMMC Preferred Stock 5.03(a) SMMC Proposals 7.01(b) SMMC Public Warrants 5.16 SMMC SEC Reports 5.07(a) SMMC Stockholder Approval 5.04(b) SMMC Stockholder Support Agreements Recitals SMMC Superior Proposal 7.02(b)(i) SMMC Warrants 5.03(a) Stock Election 3.01(b)(ii) Stockholder Support Agreements Recitals Stockholders Agreement Recitals Subscription Agreements Recitals Surviving Corporation Recitals Surviving Entity Recitals Terminating Company Breach 9.01(f) Terminating SMMC Breach 9.01(g) Transaction Proposal 7.01(b) Trust Account 5.13 Trust Agreement 5.13 Trust Fund 5.13 Trustee 5.13 Unaudited Interim Financial Statements 7.13 Written Consent 7.03(a)
Sample 1
Registration Rights Agreement   Recitals. Registration Statement § 7.01(a) Released Claims § 6.03 Remedies Exceptions § 4.04 Representatives § 7.04(a) Xxxxxxxx-Xxxxx Act § 5.07(a) SEC § 5.07(a)
Sample 1
Registration Rights Agreement   Recitals. Registration Statement § 7.01(a) Related Party § Section 7.18 Released Claims § 6.03 Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Shearman § Section 10.12 Sponsor Recitals Sponsor Support Agreement Recitals Stockholder Support Agreements Recitals Subscription Agreements § Section 7.19(b) Surviving Corporation Recitals Surviving Provisions § 9.02 Tax Claim § Section 4.14(a) Terminating Company Breach § 9.01(h) Terminating Parent Breach § Section 9.01(i) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 TV Ammo Group § 10.12 Waiving Parties § 10.12 Written Consent § 7.03
Sample 1
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Related to Registration Rights Agreement   Recitals

  • 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.

  • 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.

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

  • 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 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.

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

  • 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”).

  • 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 and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

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