Common use of Restriction on Company Grants of Subsequent Registration Rights Clause in Contracts

Restriction on Company Grants of Subsequent Registration Rights. So long as any Sponsor holds any Registrable Securities in respect of which registration rights provided for in Section 4.01 of this Agreement remain in effect, the Company will not, directly or indirectly, without the Requisite Consent, grant to any Person or agree to otherwise become obligated in respect of (i) the rights of registration in the nature or substantially in the nature of those set forth in Section 4.01 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or (ii) demand registration rights exercisable prior to such time as the Sponsors can first exercise their rights under Section 4.01.

Appears in 4 contracts

Samples: Shareholder Agreement (Avista Capital Partners III GP, L.P.), Shareholders Agreement (Osmotica Pharmaceuticals PLC), Shareholder Agreement (Osmotica Pharmaceuticals PLC)

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Restriction on Company Grants of Subsequent Registration Rights. So The Company covenants and agrees, that so long as any Sponsor holds any Registrable Securities in respect of which registration rights provided for in Section 4.01 7.01 of this Agreement remain in effect, the Company will not, directly or indirectly, without the Requisite Consent, grant to any Person or agree to otherwise become obligated in respect of (i) the rights of registration in the nature or substantially in the nature of those set forth in Section 4.01 7.01 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or (ii) demand registration rights exercisable prior to such time as the Sponsors can first exercise their rights under Section 4.017.01.

Appears in 2 contracts

Samples: Stockholders Agreement (INC Research Holdings, Inc.), Stockholders Agreement (INC Research Holdings, Inc.)

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Restriction on Company Grants of Subsequent Registration Rights. So The Company covenants and agrees, that so long as any Sponsor holds any Registrable Securities in respect of which registration rights provided for in Section 4.01 6.01 of this Agreement remain in effect, the Company will not, directly or indirectly, without the Requisite Consentconsent of the Sponsor Majority, grant to any Person or agree to otherwise become obligated in respect of (i) the rights of registration in the nature or substantially in the nature of those set forth in Section 4.01 6.01 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or (ii) demand registration rights exercisable exerciseable prior to such time as the Sponsors can first exercise their rights under Section 4.016.01.

Appears in 1 contract

Samples: Shareholder Agreement (Warner Chilcott CORP)

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