REGISTRATION RIGHTS AND LOCK Sample Clauses

REGISTRATION RIGHTS AND LOCK. UP AGREEMENT This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of June 30, 1998 by and among Boston Properties, Inc., a Delaware corporation (the "Company"), Boston Properties Limited Partnership, a Delaware limited partnership (the "Partnership" and, with the "Company," collectively, the "Acquiror"), and the Persons whose names are set forth on Schedule A hereto (each a "Holder" and, collectively, the "Holders").
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REGISTRATION RIGHTS AND LOCK. Up Agreement
Sample 1
REGISTRATION RIGHTS AND LOCK. UP OF EXCHANGED SHARES AND EARN-OUT SHARES. (a) Prior to the First Anniversary of the Closing Date, Parent shall file with the SEC, within 45 days following the request therefor by the holders of a majority of the Exchanged Shares and Earn-out Shares issued to the Stockholders in the Merger as of the date of such request, a registration statement on Form S-3 (a "Stockholder Registration Statement") covering the resale to the public by the Stockholders of all of the Earn-out Shares issued or to be issued prior to, or by, August 1, 2001 and fifty percent (50%) of the Exchanged Shares (collectively, the "Pre-Anniversary Shares"). Parent shall use commercially reasonable efforts to cause such Stockholder Registration Statement to be declared effective by the SEC as soon as practicable, PROVIDED that the request of the Stockholders made pursuant to the preceding sentence shall not be made prior to June 1, 2001 and such Stockholder Registration Statement shall not be declared effective prior to August 1, 2001. Parent shall cause such Stockholder Registration Statement to remain effective until the date of the first anniversary of the Closing Date or such earlier time as all of the Pre-Anniversary Shares covered by such Stockholder Registration Statement have been sold pursuant thereto. Parent shall not be required to effect more than one registration pursuant to this Section 1.7(a). (b) On or after the first anniversary of the Closing Date, as applicable, Parent shall file with the SEC, within 45 days following the request therefor by the holders of a majority of the Exchanged Shares and Earn-out Shares issued to the Stockholders in the Merger as of the date of such request less all Pre-Anniversary Shares previously registered pursuant to Section 1.7(a) above, a Stockholder Registration Statement on Form S-3 covering the resale to the public by the Stockholders of all of the Exchanged Shares and Earn-out Shares issued or to be issued prior to, or by, the first anniversary of the Closing Date less all Pre-Anniversary Shares that have been previously registered pursuant to Section 1.7(a) above (collectively, the "Additional Registrable Shares"). Parent shall use commercially reasonable efforts to cause such Stockholder Registration Statement to be declared effective by the SEC as soon as practicable, PROVIDED that the request of the Stockholders made pursuant to the preceding sentence shall not be made earlier than 45 days prior to the first anniversary of the Clo...
Sample 1

Related to REGISTRATION RIGHTS AND LOCK

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Transfer of Registration Rights (a) A Holder may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Zapaxx xx used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Zapaxx xxx any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to all other Registrable Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Permitted Transferee substantially similar to this Agreement.

  • 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.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

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