Common use of Transfer of Certain Rights Clause in Contracts

Transfer of Certain Rights. The rights granted to the Holders -------------------------- under this Agreement may be transferred only to a transferee who delivers to the Company, within a reasonable time after such transfer, a written instrument by which such transferee agrees to be bound by the applicable terms of this Agreement. Notwithstanding the foregoing nothing herein shall prohibit: (i) any Holder from transferring any of its rights under this Agreement to any wholly owned subsidiary of such Holder or to any entity which merges or consolidates with or acquires all or substantially all of the equity securities or assets of such Holder; (ii) any Holder which is a partnership from transferring any of its rights under this Agreement to a partner of such partnership where such partner receives Registrable Securities in a distribution from such partnership; (iii) any Holder who is an individual from transferring any of its rights under this Agreement to such Holder's spouse or to other relatives, or to a trust for the benefit of the Holder, or his or her spouse or other relatives; or (iv) any trustee of a trust which holds Registrable Securities from distributing such Registrable Securities to the beneficiaries of such trusts; provided that any such transferee under -------- subparagraphs (i), (ii), (iii) or (iv) above will hold the Registrable Securities subject to the terms and conditions of this Agreement. Upon any transfer of the rights of a Holder, the transferee shall become a "Holder" for purposes of this Agreement and the Company shall add the name and address of the transferee to Schedule I (and, to the extent the transferor no longer holds Registrable Securities, shall delete the name and address of the transferor).

Appears in 1 contract

Samples: Registration Rights Agreement (Dvi Inc)

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Transfer of Certain Rights. The rights granted to the Holders under -------------------------- under this Agreement may be transferred only to a transferee who delivers to the Company, within a reasonable time after such transfer, a written instrument by which such transferee agrees to be bound by the applicable terms of this Agreement. Notwithstanding the foregoing foregoing, nothing herein shall prohibit: (i) any Holder from transferring any of its rights under this Agreement to any wholly wholly- owned subsidiary of such Holder or to any entity which merges or consolidates with or acquires all or substantially all of the equity securities or assets of such Holder; , (ii) any Holder which is a partnership from transferring any of its rights under this Agreement to a partner of such partnership where such partner receives Registrable Securities in a distribution from such partnership; , (iii) any Holder who is an individual from transferring any of its rights under this Agreement to such Holder's spouse or to other relatives, or to a trust for the benefit of the Holder, or his or her spouse or other relatives; or (iv) any trustee of a trust which holds Registrable Registerable Securities from distributing such Registrable Securities to the beneficiaries of such trusts; provided that any -------- such transferee under -------- subparagraphs (i), (ii), (iii) or (iv) above will hold the Registrable Securities subject to the terms and conditions of this AgreementAgreement and the applicable Stockholders Agreements. Upon any transfer of the rights of a HolderHolder permitted by and completed in compliance, with the terms of this Agreement, the transferee shall become a "Holder" for purposes of this Agreement and the Company shall add the name and address of the transferee to Schedule I ---------- (and, to the extent the transferor no longer holds Registrable Securities, shall delete the name and address of the transferor).. (b)

Appears in 1 contract

Samples: Registration Rights Agreement (Davidson & Associates Inc)

Transfer of Certain Rights. The rights granted to the Holders -------------------------- under this Agreement may be transferred only to a transferee who delivers to the Company, within a reasonable time after such transfer, a written instrument by which such transferee agrees to be bound by the applicable terms of this AgreementAgreement and the applicable Stockholders Agreement(s). Notwithstanding the foregoing foregoing, and to the extent consistent with the applicable Stockholders Agreement(s), nothing herein shall prohibit: (i) any Holder from transferring any of its rights under this Agreement to any wholly wholly-owned subsidiary of such Holder or to any entity which merges or consolidates consoLidates with or acquires all or substantially all of the equity securities or assets of such Holder; , (ii) any Holder which is a partnership from transferring any of its rights under this Agreement to a partner of such partnership where such partner receives Registrable Securities in a distribution from such partnership; , (iii) any Holder who is an individual from transferring any of its rights under this Agreement to such Holder's spouse or to other relatives, or to a trust for the benefit of the Holder, or his or her spouse or other relatives; or (iv) any trustee of a trust which holds Registrable Registerable Securities from distributing such Registrable Securities to the beneficiaries of such trusts; provided that any such transferee under -------- subparagraphs (i), (ii), (iii) or (iv) above will hold the Registrable Securities subject to the terms and conditions of this AgreementAgreement and the applicable Stockholders Agreements. Upon any transfer of the rights of a HolderHolder permitted by and completed in compliance with the terms of this Agreement, the transferee shall become a "Holder" for purposes of this Agreement and the Company shall add the name and address of the transferee to Schedule I (and, to the extent the transferor no longer holds Registrable Securities, Securities shall delete the name and address of the transferor).

Appears in 1 contract

Samples: Registration Rights Agreement (Hanover Compressor Co)

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Transfer of Certain Rights. The rights granted to the Holders -------------------------- Holder(s) under this Agreement may be transferred only to a transferee who delivers to the Company, within a reasonable time after such transfer, a written instrument by which such transferee agrees to be bound by the applicable terms of this Agreement. Notwithstanding the foregoing foregoing, nothing herein shall prohibit: (i) any Holder from transferring any of its rights under this Agreement to any wholly wholly-owned subsidiary of such Holder or to any entity which merges or consolidates with or acquires all or substantially all of the equity securities or assets of such Holder; , (ii) any Holder which is a partnership from transferring any of its rights under this Agreement to a partner of such partnership where such partner receives Registrable Securities in a distribution from such partnership; , (iii) any Holder who is an individual from transferring any of its rights under this Agreement to such Holder's spouse or to other relatives, or to a trust for the benefit of the Holder, or his or her spouse or other relatives; or (iv) any trustee of a trust which holds Registrable Registerable Securities from distributing such Registrable Securities to the beneficiaries of such trusts; provided PROVIDED that any such transferee under -------- subparagraphs (i), (ii), (iii) or (iv) above will hold the Registrable Securities subject to the terms and conditions of this Agreement. Upon any transfer of the rights of a HolderHolder permitted by and completed in compliance with the terms of this Agreement, the transferee shall become a "Holder" for purposes of this Agreement and the Company shall add the name and address of the transferee to Schedule I (and, to the extent the transferor no longer holds Registrable Securities, shall delete the name and address of the transferor)Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (BCC Acquisition Ii LLC)

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