Common use of Registration Rights Restrictions on Transfer Clause in Contracts

Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 2 contracts

Samples: Cole Real Estate Investments, Inc., American Realty Capital Properties, Inc.

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Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx XxXxxxxxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx XxXxxxxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx XxXxxxxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including XxxxxxXxXxxxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 2 contracts

Samples: Cole Real Estate Investments, Inc., American Realty Capital Properties, Inc.

Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx Xxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx Xxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx Xxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 1 contract

Samples: Separation Agreement and General Release of Claims (Cole Real Estate Investments, Inc.)

Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx Xxxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx Xxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx Xxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 1 contract

Samples: Separation Agreement and General Release of Claims (Cole Real Estate Investments, Inc.)

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Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx Cxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx Cxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx Cxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 1 contract

Samples: Separation Agreement (American Realty Capital Properties, Inc.)

Registration Rights Restrictions on Transfer. a. Parent and Xxxxxx Nxxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx Nxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx Nxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.

Appears in 1 contract

Samples: Separation Agreement (American Realty Capital Properties, Inc.)

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