Common use of Successors and Transferees Clause in Contracts

Successors and Transferees. Any Person or group of Persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust and (iii) in the case of a group, such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

Appears in 7 contracts

Samples: Registration Rights Agreement (PermRock Royalty Trust), Registration Rights Agreement (Boaz Energy II, LLC), Registration Rights Agreement (PermRock Royalty Trust)

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Successors and Transferees. Any Person person or group of Persons persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust Trustee and (iii) in the case of a group, group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person person shall be entitled to receive the benefits hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Whiting Usa Trust I), Registration Rights Agreement (Whiting Petroleum Corp), Registration Rights Agreement (MV Oil Trust)

Successors and Transferees. Any Person person or group of Persons persons who purchases any Registrable Securities from the Company ECA or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company ECA or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the CompanyECA, but if and only if such Person person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company ECA to the Trust (iii) holds Registrable Securities representing at each one (1) million of the then-outstanding Registrable Securities and (iiiiv) in the case of a group, group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company ECA to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company ECA designates any Person person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person person shall be entitled to receive the benefits hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (ECA Marcellus Trust I), Registration Rights Agreement (ECA Marcellus Trust I)

Successors and Transferees. Any Person person or group of Persons persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust Trustee and (iii) in the case of a group, group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) group (a “Transferee”"TRANSFEREE"). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person person shall be entitled to receive the benefits hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Permian Basin Royalty Trust)

Successors and Transferees. Any Person person or group of Persons persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust Trustee and (iii) in the case of a group, group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a "Transferee"). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person person shall be entitled to receive the benefits hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (MV Oil Trust)

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Successors and Transferees. Any Person person or group of Persons persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust and (iii) in the case of a group, group such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person person shall be entitled to receive the benefits hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Whiting USA Trust II)

Successors and Transferees. Any Person or group of Persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust Trustee and (iii) in the case of a group, such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (VOC Brazos Energy Partners, LP)

Successors and Transferees. Any Person or group of Persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and only if such Person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust and (iii) in the case of a group, such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “Transferee”). This Agreement shall inure to the benefit of and be binding upon such Transferees and shall inure to the benefit of and be binding upon each such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person as a Transferee in accordance with this Section 9(d), then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (VOC Energy Trust)

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