Transfer and Termination of Registration Rights Sample Clauses

Transfer and Termination of Registration Rights. (a) Registration Rights may be transferred in connection with a Transfer of Common Stock to an Affiliate of the Investor in connection with a Transfer permitted by Section 12(b)(1); provided, however, that (a) prior written notice of such assignment of rights is given to the Company and (b) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company. For the avoidance of doubt, the Investor may not transfer any of its rights pursuant to Section 2 and Section 3. (b) The Registration Rights of any Holder shall terminate with respect to such Holder upon the date upon which such Holder no longer holds any Registrable Securities.
Sample 1Sample 2
Transfer and Termination of Registration Rights. The rights to cause the Company to Register securities granted by the Company under this Agreement to the Holders may be assigned by them to a transferee or assignee of any Registrable Securities not sold to the public; provided, however, that (i) such transferee or assignee acquires record or beneficial ownership of not less than 100,000 of the shares of Registrable Securities, (ii) NorAm may not transfer or assign any rights under this Agreement except in connection with the sale or transfer by NorAm of all Registrable Securities issued to it if such sale or transfer is in compliance with the restrictions on a sale or transfer set forth in the NorAm Merger Agreement but only if such restrictions are applicable at the time of the sale or transfer and (iii) the rights of the UTS Holders under this Agreement are not transferable. Notwithstanding any other provision of this Agreement; the rights of the Holders, other than the UTS Holders, to cause the Company to Register Registrable Securities under this Agreement shall terminate in all respects ten years after the date of the closing of the Company's first Registration. The rights of the UTS Holders to cause the Company to Register UTS Registrable Securities under this Agreement shall terminate in all respects two years from the date of this Agreement.
Sample 1Sample 2
Transfer and Termination of Registration Rights. The rights to cause the Company to Register securities granted by the Company under this Agreement may be assigned by a Shareholder to a transferee or assignee of any Registrable Securities who shall acquire at least 500,000 of the shares of Registrable Securities. Notwithstanding any other provision of this Agreement, the rights of the Shareholder pursuant to the First Demand Right, to cause the Company to Register Registrable Securities under this Agreement shall terminate in all respects on December 31, 1998. The rights of the Shareholder pursuant to the Second Demand Right and any other rights to cause the Company to Register Registrable Securities under this Agreement shall continue indefinitely until termination of this Agreement. This Agreement shall terminate when the Shareholder no longer owns sufficient shares of Registrable Securities to make a demand under Section 2 of this Agreement.
Sample 1
Transfer and Termination of Registration Rights. Section 4.1 Indemnification by Company 14 Section 4.2 Indemnification by Holders 14 136252302.7
Sample 1
Transfer and Termination of Registration Rights. Section 5.1 Transfer of Registration Rights 15 Section 5.2 Termination of Registration Rights 15 ARTICLE VI Section 6.1 Amendments and Waivers 15 Section 6.2 Extension of Time, Waiver, Etc. 15 Section 6.3 Assignment 16 Section 6.4 Counterparts 16 Section 6.5 Entire Agreement; No Third Party Beneficiary 16 Section 6.6 Governing Law; Jurisdiction 16 Section 6.7 Waiver of Jury Trial 16 Section 6.8 Notices 17 Section 6.9 Severability 18 Section 6.10 Expenses 18 Section 6.11 Interpretation 19 Section 6.12 Purchasers 19 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 26, 2020 (this “Agreement”), by and between MFA Financial, Inc., a Maryland corporation (the “Company”), Omaha Equity Aggregator, L.P., a Delaware limited partnership (the “Apollo Purchaser”), Athene USA Corporation, an Iowa corporation (the “Athene USA Purchaser”), Athene Annuity & Life Assurance Company, a Delaware corporation (the “Athene Annuity & Life Assurance Purchaser”) and Athene Annuity and Life Company, an Iowa corporation (the “Athene Annuity and Life Company Purchaser” and, together with the Athene Annuity & Life Assurance Purchaser, the “Athene Purchasers” and, together with the Apollo Purchaser, the “Purchasers,” and the Purchasers with any Permitted Transferees (hereinafter defined), the “Investor Group”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 5.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
Sample 1
Transfer and Termination of Registration Rights. The Preferred Stockholder (or any valid transferee thereof) may transfer to any transferee its registration rights pursuant to this Section 9.
Sample 1
AutoNDA by SimpleDocs
Transfer and Termination of Registration Rights. The rights to cause the Company to Register securities granted by the Company under this Agreement to the Holders are not transferable. The rights of the Holders to cause the Company to Register Registrable Securities under this Agreement shall terminate in all respects one year from the date of closing of the Merger.
Sample 1
Transfer and Termination of Registration Rights 
Sample 1Sample 2Sample 3See All (70)

Related to Transfer and Termination of Registration Rights

  • Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

  • 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.

  • AMENDMENT OF REGISTRATION RIGHTS Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who hold a majority in interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.

  • 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 Common Stock) at least 10% of the then issued and outstanding Common Stock of the Company (each, a “Permitted Transferee”); provided, however, that (i) with respect to any transferee of a majority of the then outstanding shares of Common 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 after such time as such transferee owns less than a majority of the then outstanding shares of Common Stock, (ii) with respect to any transferee of less than a majority but more than 25% of the then outstanding shares of Common 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 (iii) with respect to any transferee of 25% or less of the then issued and outstanding Common 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. Any Holder electing to transfer registration rights pursuant to this Section shall provide the Company with written notice promptly following such Holder’s execution of a binding agreement to transfer Registrable Securities. Such notice shall state the name and address of any Permitted Transferee and identify 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 Halliburton as used in this Agreement (other than in Sections 2(a)(iii) and 5(a)) 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. Halliburton and 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!