Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof.)
Appears in 4 contracts
Samples: Registration Rights Agreement (Interval Leisure Group, Inc.), Registration Rights Agreement (Ticketmaster), Registration Rights Agreement (HSN, Inc.)
Transfer of Registration Rights. Each Holder shall have (a) Other than, in the right case of clause (b) of this sentence, the rights and obligations of the Trust relating to transfer“demand” and “piggyback” rights (including, by written agreementwithout limitation, any or all those set forth in Section 2.01(b), (d) and (g) and Section 2.02) (the “Non-Transferable Rights”), the rights and obligations of its rights granted the Trust under this Agreement (including the rights and obligations under Section 2.08, and which, in the case of obligations of the Trust and any Permitted Transferees, shall be several and not joint) may be transferred or assigned (a) to any direct Subsidiary of the Trust or indirect transferee (b) to any Person that directly acquires from the Trust, in a single transaction, Registrable Securities in an amount equal to or greater than 1% of such Holder’s the outstanding shares of Common Stock (or, if less, all Registrable Shares Securities then held by the Trust) (each Person to whom rights to register shares shall have been so transferred hereunder such Person, a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case but only if (x) such transferee agreestransfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the Corporation prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Subsidiary or Permitted Transferee furnishes the Corporation with written notice of the name and address of such Subsidiary or Permitted Transferee and the number of Registrable Securities with respect to which such registration rights (other than Non-Transferable Rights) are being transferred or assigned and (z) the Subsidiary or Permitted Transferee agrees in writing with the Corporation to be bound by all the provisions and obligations contained herein applicable to the Trust (other than Non-Transferable Rights), such agreement being in a form and substance reasonably satisfactory to the Issuer, to be bound by the terms Corporation. The rights and provisions of obligations under this Agreement (it being specifically understood that of any sale of Registrable Shares by a Permitted Transferee shall terminate automatically upon the date that all Registrable Securities held by such Permitted Transferee may be sold in a single day without notice or manner of sale restrictions and, if the Corporation has not complied with its periodic reporting requirements under the Exchange Act, without current information, pursuant to, and in accordance with with, Rule 144 (giving effect, if applicable, to “tacking” the “plan of distribution” section holding period of the applicable prospectusTrust); and .
(yb) such transfer In the event the Corporation engages in a merger or consolidation in which the Registrable Securities are converted into securities of Registrable Shares shall another company, appropriate arrangements will be effected in accordance with applicable securities laws, made so that the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all registration rights provided under this Agreement with respect continue to be provided to the remaining portion Trust, its applicable Subsidiaries and any Permitted Transferee by the issuer of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofsuch securities.)
Appears in 3 contracts
Samples: Registration Rights Agreement (PG&E Corp), Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co), Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co)
Transfer of Registration Rights. Each Any Holder shall have the right to transfer, by written agreement, may transfer all or any or all portion of its rights granted under this Agreement Article III to any direct or indirect transferee of a number of Registrable Securities owned by such Holder’s Registrable Shares Holder exceeding three percent (3%) of the outstanding class or series of such securities at the time of transfer (each Person to whom rights to register shares shall have been so transferred hereunder transferee that receives such minimum number of Registrable Securities, a “Permitted Transferee”); provided, that each Transferee of Registrable Securities (other than Xxxxxx Entities) to which Registrable Securities are transferred, sold or assigned directly by a Xxxxxx Entity (such Transferee, a “Xxxxxx Transferee”), together with any Affiliate of such Xxxxxx Transferee (and any subsequent direct or indirect Transferees of Registrable Securities from such Xxxxxx Transferee and any Affiliates thereof) shall be entitled to request the registration of Registrable Securities pursuant to this Section 3.9 only once prior to a Xxxxxx Ownership Reduction and thereafter shall only be entitled to request the registration of Registrable Securities pursuant to Section 3.1(a)(ii) and, provided, further, that no Transferee shall be entitled to request registration pursuant to this Section 3.9 for an amount of Registrable Securities equal to less than $50,000,000. Any transfer of registration rights pursuant to this Section 3.9 shall be effective upon receipt by Xxxxxxx of (i) written notice from such transferee is Liberty, a Liberty Party, or an Affiliate Holder stating the name and address of Liberty or a Liberty Party, or any Transferee and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred and (ii) a written agreement from such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, Transferee to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale Article III and Sections 5.3, 5.4, 5.9, 5.10, and 5.11 of Registrable Shares by a Permitted Transferee this Agreement. The Holders may exercise their rights hereunder in such priority as they shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofagree upon among themselves.)
Appears in 3 contracts
Samples: Corporate Agreement (Mueller Water Products, Inc.), Corporate Agreement (Walter Industries Inc /New/), Corporate Agreement (Mueller Water Products, Inc.)
Transfer of Registration Rights. Each Any Holder shall have the right to transfer, by written agreement, may transfer all or any or all portion of its rights granted under this Agreement Article III to any direct or indirect transferee of a number of Registrable Securities owned by such Holder’s Registrable Shares Holder exceeding three percent (3%) of the outstanding class or series of such securities at the time of transfer (each Person to whom rights to register shares shall have been so transferred hereunder transferee that receives such minimum number of Registrable Securities, a “Permitted "Transferee”"); provided, that each Transferee of Registrable Securities (other than Ford Entities) to which Registrable Securities are transferred, sold or assigned directly by a Ford Entity (such Transferee, a "Ford Transferee"), together with any Affiliate of such Ford Transferee (and any subsequent direct or indirect Transferees of Registrable Securities from such Ford Transferee and any Affiliates thereof) shall be entitled to request the registration of Registrable Securities pursuant to this Section 3.9 only once prior to a Ford Ownership Reduction and thereafter shall only be entitled to request the registration of Registrable Securities pursuant to Section 3.1(a)(ii) and, provided, further, that no Transferee shall be entitled to request registration pursuant to this Section 3.9 for an amount of Registrable Securities equal to less than $50,000,000. Any transfer of registration rights pursuant to this Section 3.9 shall be effective upon receipt by Hertz of (i) written notice from such transferee is Liberty, a Liberty Party, or an Affiliate Holder stating the name and address of Liberty or a Liberty Party, or any Transferee and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred and (ii) a written agreement from such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, Transferee to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale Article III and Sections 5.3, 5.4, 5.9, 5.10, and 5.12 of Registrable Shares by a Permitted Transferee this Agreement. The Holders may exercise their rights hereunder in such priority as they shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofagree upon among themselves.)
Appears in 3 contracts
Samples: Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp)
Transfer of Registration Rights. Each The rights of each Holder shall have under Section 2 hereof and the right related rights of each Holder hereunder (the "RIGHTS") may be assigned by each Holder (i) if the Holder is a corporation, to transfera shareholder or shareholders of such Holder, (ii) if the Holder is a partnership, to a partner or partners of that partnership, (iii) if the Holder is an individual, to an immediate family member, (iv) upon the death of the Holder, to the heirs of the Holder by written agreementvirtue of the Holder's will or the laws of descent and distribution, (v) if the Holder is a corporation or a partnership, to any Person into or with which the Holder is merged or consolidated or to which the Holder sells all or substantially all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); providedassets, (ivi) such transferee is Libertyin connection with a bona fide pledge of Registrable Shares, a Liberty Partyto the pledgee, (vii) to an entity controlled by or an Affiliate of Liberty or a Liberty Partyunder common control with the Holder, or (iiviii) such to any entity or person that acquires at least 300,000 Registrable Shares, in each case, only in connection with the transfer of Registrable Shares issued to the Investors pursuant to the Acquisition Agreement; PROVIDED that (w) in each case, the transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 ActAccredited Investor, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be is otherwise effected in accordance with applicable securities lawslaws and the Company shall have been provided by the transferor and the transferee with such evidence thereof as the Company may request, including representations by the transferee in form and content reasonably acceptable to the Company, (y) the Company is given written notice of such transfer prior to such transfer (or, in the case of the death of the Investor, as soon as practicable following the death of the Investor), and (z) the transferee by written agreement delivered to the Company acknowledges that such transferee is bound by the terms of this Agreement. In the event of any such permitted transfer, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) defined term "HOLDERS" shall from and any other agreements between the Issuer and after such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, include such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereoftransferee.)
Appears in 2 contracts
Samples: Stock Purchase Agreement (Apartment Investment & Management Co), Stock Purchase Agreement (Apartment Investment & Management Co)
Transfer of Registration Rights. Each The rights to cause the Company to register securities granted Holders under Sections 2 [Requested Registration], 3 [Company Registration] and 4 [Registration on Form S-3] hereof may be assigned (but only with all related obligations) in connection with any transfer or assignment by a Holder shall have the right to transferof Registrable Securities, by written agreement, any provided that: (i) such transfer or all of its rights granted under this Agreement to any direct or indirect transferee assignment is for at least twenty-five percent (25%) of such Holder’s Registrable Shares Securities (each Person except for transfers in which the transferor is a partnership and the transferee is a partner or former partner in such partnership or transfers to whom a Holder’s Family Group, in which case such rights may be transferred without regard to register the number of shares shall have been so transferred hereunder a “Permitted Transferee”transferred); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee transfer of any Registrable Securities is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated lawful under the 1933 Act, all applicable securities laws; and in either such case (xiii) such Assignment will only be effective only if immediately following such transfer the transferee agrees, agrees in writing in form and substance reasonably satisfactory delivered promptly to the Issuer, Company to be bound by the terms and provisions conditions of this Agreement (it being specifically understood that any sale of Registrable Shares by as though the transferee were a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holderhereunder. Following any The transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a of all Registrable Securities of any Holder will divest such transferring or assigning Holder of a portion of its Registrable Sharesregistration rights hereunder. “Family Group” means such Holder’s spouse, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoingsiblings, unless Liberty ancestors and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee descendants (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holderwhether natural or adopted), any spouses of such siblings, ancestors and descendants, any siblings of such ancestors and descendants, and any trust established solely for the Issuer shall have no obligation to deliver any notices under this Agreement to benefit of one or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a)more of such Holder, 2.06spouse, 2.10(e)(ii)siblings, 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofancestors and/or descendants.)
Appears in 2 contracts
Samples: Investor Rights Agreement (Miromatrix Medical Inc.), Investor Rights Agreement (Miromatrix Medical Inc.)
Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, LMC or an Affiliate of LMC, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, (a) unless Liberty (or LMC, as the case may be) and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty (or LMC, as the case may be) in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof), and (b) any Exchange Holder may sell shares of Common Stock pursuant to a Registration Statement and shall have the same rights and obligations as a Holder hereunder; provided, that the Lead Holder alone (to the extent there then-exists a Lead Holder) shall retain the right to make any Demand Request on behalf of any Exchange Holders, and shall otherwise act as agent for such Exchange Holders in connection with any sale of Common Stock by the Exchange Holders under a Registration Statement.)
Appears in 2 contracts
Samples: Registration Rights Agreement (Interval Leisure Group, Inc.), Registration Rights Agreement (Liberty Interactive Corp)
Transfer of Registration Rights. Each Holder (a) In the event that, pursuant to Section 10.9(a) of the Stock Purchase Agreement, the Initial Investor shall assign, in whole or in part, its right to purchase Shares to any permitted assignee in accordance with the terms of the Stock Purchase Agreement, then the Initial Investor shall have the right to transfer, by written agreement, any or all of its assign to such permitted assignee the Initial Investor's rights granted under this Agreement Agreement, to any direct or indirect transferee the extent of the interest assigned to such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”)permitted assignee by the Initial Investor; provided, (i) however, that no rights may be assigned to any such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) permitted assignee unless such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, permitted assignee shall execute and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory deliver to the Issuer, Company such permitted assignee's written agreement to be become a party to this Agreement and to become bound by and subject to all of the terms and provisions of this Agreement (it being specifically understood that to the same extent as the Initial Investor. Upon any sale of Registrable Shares by a Permitted Transferee shall be such assignment to any such permitted assignee in accordance with the “plan terms of distribution” section this Section 10(a), such permitted assignee shall be deemed to be an "Initial Investor" for purposes of this Agreement.
(b) Except to the extent otherwise provided in Section 10(a) hereof, none of the applicable prospectusrights of any Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Investor (as defined below); , and (yii) such person agrees to become a party to, and bound by, all of the terms and conditions of, this Agreement. For purposes of this Section 10(b), the term "Qualifying Investor" shall mean, with respect to any Investor, (i) any partner, member or shareholder thereof, (ii) any person, corporation or partnership controlling, controlled by, or under common control with, such Investor or any partner thereof, or (iii) any other direct transferee from such Investor of at least 257,000 shares of Common Stock (subject to adjustment in the event of stock splits, stock dividends, recombinations, recapitalizations and the like). None of the rights of any Investor under this Agreement shall be transferred or assigned to any transferee of Shares pursuant to a "brokers transaction" within the meaning of Rule 144 under the Securities Act or an effective registration statement under the Securities Act. Upon transfer of Registrable Shares shall be effected and rights in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares10(b), such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee Qualified Investor shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofdeemed an "Investor" hereunder.)
Appears in 2 contracts
Samples: Registration Rights Agreement (Perseus Capital LLC), Registration Rights Agreement (Leukosite Inc)
Transfer of Registration Rights. Each Holder shall have (a) Other than, in the right case of clause (b) of this sentence, the rights and obligations of the Trust relating to transfer“demand” and “piggyback” rights (including, by written agreementwithout limitation, any or all those set forth in Section 2.01(b), (d) and (g) and Section 2.02) (the “N on-Transferable Rights”), the rights and obligations of its rights granted the Trust under this Agreement (including the rights and obligations under Section 2.08, and which, in the case of obligations of the Trust and any Permitted Transferees, shall be several and not joint) may be transferred or assigned (a) to any direct Subsidiary of the Trust or indirect transferee (b) to any Person that directly acquires from the Trust, in a single transaction, Registrable Securities in an amount equal to or greater than 1% of such Holder’s the outstanding shares of Common Stock (or, if less, all Registrable Shares Securities then held by the Trust) (each Person to whom rights to register shares shall have been so transferred hereunder such Person, a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case but only if (x) such transferee agreestransfer or assignment is agreed to in writing, and a copy of such agreement is furnished to the Corporation prior to or concurrently with such transfer or assignment, (y) prior to or concurrently with such transfer or assignment, such Subsidiary or Permitted Transferee furnishes the Corporation with written notice of the name and address of such Subsidiary or Permitted Transferee and the number of Registrable Securities with respect to which such registration rights (other than Non-Transferable Rights) are being transferred or assigned and (z) the Subsidiary or Permitted Transferee agrees in writing with the Corporation to be bound by all the provisions and obligations contained herein applicable to the Trust (other than Non-Transferable Rights), such agreement being in a form and substance reasonably satisfactory to the Issuer, to be bound by the terms Corporation. The rights and provisions of obligations under this Agreement (it being specifically understood that of any sale of Registrable Shares by a Permitted Transferee shall terminate automatically upon the date that all Registrable Securities held by such Permitted Transferee may be sold in a single day without notice or manner of sale restrictions and, if the Corporation has not complied with its periodic reporting requirements under the Exchange Act, without current information, pursuant to, and in accordance with with, Rule 144 (giving effect, if applicable, to “tacking” the “plan of distribution” section holding period of the applicable prospectusTrust); and .
(yb) such transfer In the event the Corporation engages in a merger or consolidation in which the Registrable Securities are converted into securities of Registrable Shares shall another company, appropriate arrangements will be effected in accordance with applicable securities laws, made so that the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all registration rights provided under this Agreement with respect continue to be provided to the remaining portion Trust, its applicable Subsidiaries and any Permitted Transferee by the issuer of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofsuch securities.)
Appears in 1 contract
Samples: Registration Rights Agreement
Transfer of Registration Rights. Each Any Holder shall have the right to transfer, by written agreement, may ------------------------------- transfer all or any or all portion of its rights granted under this Agreement Article III to any direct or indirect transferee of a number of Registrable Securities owned by such Holder’s Registrable Shares Holder exceeding five percent (5%) of the outstanding class or series of such securities at the time of transfer (each Person to whom rights to register shares shall have been so transferred hereunder transferee that receives such minimum number of Registrable Securities, a “Permitted "Transferee”"); provided, that each Transferee of Registrable -------- Securities (other than SGI Entities) to which Registrable Securities are transferred, sold or assigned directly by a SGI Entity (such Transferee, a "SGI Transferee"), together with any Affiliate of such SGI Transferee (and any subsequent direct or indirect Transferees of Registrable Securities from such SGI Transferee and any Affiliates thereof) shall be entitled to request the registration of Registrable Securities pursuant to this Section 3.9 only once prior to a SGI Ownership Reduction and thereafter shall only be entitled to request the registration of Registrable Securities pursuant to Section 3.1(a)(ii) and, provided, further, that no Transferee shall be entitled to request registration pursuant to this Section 3.9 for an amount of Registrable Securities equal to less than $1,000,000. Any transfer of registration rights pursuant to this Section 3.9 shall be effective upon receipt by MIPS of (i) written notice from such transferee is Liberty, a Liberty Party, or an Affiliate Holder stating the name and address of Liberty or a Liberty Party, or any Transferee and identifying the number of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred and (ii) a written agreement from such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, Transferee to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale Article III and Sections 5.3, 5.4, 5.9, 5.10, and 5.12 of Registrable Shares by a Permitted Transferee this Agreement. The Holders may exercise their rights hereunder in such priority as they shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofagree upon among themselves.)
Appears in 1 contract
Transfer of Registration Rights. Each (a) The rights of each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement may be assigned to (i) a transferee of Registrable Shares that constitute at least 1% of the Company’s or Focus LLC’s outstanding Class A Common Stock or Units, as the case may be; provided, however, (i) that any such transfer is permitted in accordance with the Operating Agreement and any other applicable documents, (ii) that any such transfer is not pursuant to Rule 144 under the Securities Act or a registration statement filed pursuant to this Agreement, and (iii) that the Company is given written notice by such Holder at or within a reasonable time after said transfer, stating the name and address of such transferee and identifying the Registrable Shares with respect to which such registration rights are being transferred. Notwithstanding the foregoing, any Holder may: (A) transfer rights to a transferee of Registrable Shares if such transferee is (i) an Affiliate or Affiliated Investor of any Holder or (ii) any family member or trust for the benefit of any individual Holder; and (B) transfer rights in connection with effecting in-kind or similar distributions of all or part of its Registrable Shares to its direct or indirect equityholders, managers, employees, agents or representatives. Any such transferee of such Holder’s Registrable Shares permitted by this Section 2.9(a) (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be required to execute the joinder agreement set forth in accordance with Exhibit A.
(b) If the “plan Company may at any time hereafter provide to any Person who is a holder of distribution” section any securities of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto Company or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all Focus LLC rights under this Agreement with respect to the remaining portion registration of its such securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided to the Holders in, or conflict (in a manner that adversely affects the Holders) with any other provisions included in, this Agreement; provided, however, that any rights which are the same as or equal to the rights provided in this Agreement will not be considered in conflict with or to adversely affect the rights of the Holders provided in this Agreement. To the extent the Company provides any right to others that are more favorable than those provided for herein, this Agreement shall be deemed to be automatically modified to ensure that such Holders will have the benefit of terms that are at least as favorable as those provided to such other Persons. The Company shall provide prompt notice to the Holders of any such modifications.
(c) For the purposes of calculating any percentage of Class A Common Stock or Units, as the case may be, as contemplated by this Section 2.9, the term “Holder” shall include all Affiliates thereof owning any Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof.)
Appears in 1 contract
Samples: Operating Agreement (Focus Financial Partners Inc.)
Transfer of Registration Rights. Each Holder shall have If an Investor transfers Shares, the right Investor may also transfer to transfer, by written agreement, any or all the transferee of the Shares its rights granted under this Agreement Article 2, subject to any direct or indirect its obligations under and the conditions and limitations set forth in this Article 2. A transfer of rights under this Article 2 may only be made in a written instrument that refers to this Agreement, states the name and address of the transferee, that the Investor’s rights under this Article 2 are being transferred, the transferee assumes the Investor’s obligations and is subject to the conditions and limitations set forth herein, identifies the Securities transferred therewith, is signed by the Investor and the transferee, with a copy delivered to the Company, and complies in all respects with applicable Securities Laws. Upon the delivery of such Holder’s Registrable Shares (each Person a copy to whom rights the Company, the transferee named therein shall be deemed to register shares shall have been so transferred hereunder a “Permitted Transferee”)be an Investor for the purposes of this Article 2; provided, however, that if there is more than one holder of Registrable Securities, the following rules shall apply:
(ia) If the Company makes a determination to register any of its Securities under Section 2.1 above, the Company shall notify each transferee promptly that it has made such determination and shall include in the Registration any Registrable Securities that the transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, requests to be bound by included within twenty (20) days after receipt of the terms and notice from the Company;
(b) Wherever the provisions of this Agreement (it being specifically understood that Article 2 require the consent of the Investors, any sale consent shall be made by the consent of the majority in interest of the holders of Registrable Shares by a Permitted Transferee Securities; and
(c) The right of any transferee to registration under Section 2.1 above shall be conditioned upon the transferee’s participation in accordance with the “plan of distribution” section underwriting and the inclusion of the applicable prospectus); and (y) such transfer of transferee’s Registrable Shares shall be effected Securities in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect underwriting to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofextent provided herein.)
Appears in 1 contract
Transfer of Registration Rights. Each The Initial Holder, or any Affiliate of the Initial Holder shall have the right to that becomes a Holder in accordance with this Section 13, may assign its rights hereunder on a pro rata basis in connection with any sale, transfer, by written agreementassignment, or other conveyance (any or all of its rights granted under this Agreement the foregoing, a “Transfer”) of Registrable Securities to any direct transferee or indirect transferee of such Holder’s Registrable Shares assignee (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”), including any Affiliate of the Holder; provided, that all of the following additional conditions are satisfied: (ia) such transferee Transfer is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws; (b) such Transferee agrees in writing to become subject to the terms of this Agreement pursuant to a joinder agreement executed in accordance with Section 17(h) hereof; (c) the Company is given written notice by the Holder of such Transfer, stating the name and address of the Transferee and identifying the Registrable Securities with respect to which such rights are being assigned and (d) either (1) the Transferee is an Affiliate of the Initial Holder, or (2) after giving effect to such Transfer, the Spinco Agreement Transferee, together with any Affiliates of the Transferee, owns at least ten percent (if 10%) of the transferring aggregate amount of Registrable Securities outstanding on the date hereof (calculated assuming all Warrants have been exercised). Each Holder is (other than the Initial Holder or any Affiliate thereof) that becomes a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to Holder in accordance with this Section 2.09 13 may assign its rights hereunder in connection with any Transfer of Registrable Securities to any Affiliate of such Holder; provided, that all of the transfer by a Holder conditions of a portion clauses (a), (b) and (c) of its Registrable Sharesthe immediately preceding sentence are satisfied. Notwithstanding any of the foregoing, such Holder shall retain all rights under this Agreement with respect to any Transfer, (i) any rights assigned hereunder shall apply only in respect of the remaining portion Registrable Securities that are Transferred and not in respect of its any other securities that the Transferee may hold, and (ii) any Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Securities that are Transferred may cease to constitute Registrable Securities following such Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofthe definition of Registrable Securities.)
Appears in 1 contract
Transfer of Registration Rights. Each The rights to cause the Company to register securities granted by the Company under Sections 2.2, 2.3 and 2.4 may be assigned by any Holder shall have the right to transfer, by written agreement, any (i) a transferee or assignee who acquires all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s 's Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); providedSecurities, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such a transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale or assignee who acquires at least 500,000 shares of Registrable Shares by Securities (as adjusted for stock splits, stock dividends, recapitalizations and like events), (iii) to a Permitted Transferee shall be in accordance with the “plan of distribution” section transferee or assignee acquiring ten percent (10%) or more of the applicable prospectus); and (y) outstanding stock of the Company on an as converted basis, provided that such transfer of Registrable Shares shall under this Section 2.11(i), (ii) or (iii) may otherwise be effected in accordance with applicable securities lawslaws and provided further that the Company is given written notice by the Holder at the time of or within a reasonable time after said transfer, stating the Spinco Agreement name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, (if the transferring iv) to another Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made of Registrable Securities who already possesses registration rights pursuant to this Section 2.09 2, and (v) to an Affiliated limited partnership, an Affiliated limited liability company, a limited partner, general partner, member or other Affiliate of the Holder if (a) such Holder transfers an aggregate of at least 100,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and like events) and (b) all such transferees or assignees agree in connection with writing to appoint a single representative as their attorney-in-fact for the purpose of receiving any notices and exercising their registration rights hereunder. Prior to the closing of the Company's initial public offering, the Company may prohibit the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all any Holders' rights under this Agreement with respect Section 2.11 to any proposed transferee or assignee who the remaining portion Company reasonably believes is a direct competitor of the Company, provided that GlaxoSmithKline plc (but excluding for purposes of this exception its Registrable Shares. Notwithstanding Affiliates or any successors in interest) shall not be deemed to be a direct competitor of the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted Company for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under purposes of this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofsentence.)
Appears in 1 contract
Transfer of Registration Rights. Each Holder shall have The rights to cause the right Corporation to transfer, by written agreement, any or all of its rights register securities granted under this Agreement to any direct Holder under Sections 3.1, 3.2, and 3.3 may (if agreed to by such Holder) be transferred or indirect assigned to a transferee or assignee to whom a Holder transfers or assigns (A) not less than 1,000,000 (subject to adjustments for stock dividends, splits, combinations and similar events) of such Holder’s Registrable Shares Securities (each Person other than a transfer under Rule 144 of the U.S. Securities Act or a registration effected pursuant to whom rights this Agreement or any other transfer under which securities will cease to register shares shall have been so transferred hereunder a “Permitted Transferee”be Registrable Securities); provided, or (B) all or part of such Holder’s Registrable Securities where such transferee or assignee is (i) a Subsidiary or Affiliate of such Holder or, where the Holder is a limited or general partnership, where such transferee or assignee is Liberty, a Liberty Party, constituent Affiliated limited or general partner or retired partner of the Holder or an Affiliate Affiliated partnership, (ii) a Major Investor, (iii) any member or former member of Liberty or any Holder, where the Holder is a Liberty Partylimited liability company, or (iiiv) such transferee any family member or trust for the benefit of any Holder, where the Holder is an “accredited investor” as such term is defined individual; in Rule 501 of Regulation D promulgated under each case provided, that: (i) the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall may otherwise be effected in accordance with applicable Securities Laws and the Shareholders Agreement; (ii) the Corporation is given written notice at least three Business Days prior to such transfer stating the name and address of the transferee and identifying the securities laws, with respect to which such registration rights are being transferred; (iii) the Spinco Agreement (if the transferring Holder is a party thereto or has agreed transferee agrees in writing to be bound therebyby the provisions of this Agreement and, to the extent required under the Shareholders’ Agreement, by the provisions of the Shareholders Agreement; and (iv) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant total number of registrations to this Section 2.09 in connection with the transfer be exercised by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights persons under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall may not be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (increased other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofthe terms of this Agreement.)
Appears in 1 contract
Samples: Registration Rights Agreement (Repare Therapeutics Inc.)
Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom a) The rights to cause the Company to register shares shall have been so transferred hereunder securities granted to the Series B Purchaser and the Series C Purchasers under Sections 5.1, 5.2 and 5.3 may be assigned to a “Permitted Transferee”); provided, transferee or assignee in connection with any transfer or assignment of Registrable Securities by the Series B Purchaser or the Series C Purchasers provided that (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall may otherwise be effected in accordance with applicable securities laws, (ii) such transfer is of at least 840,000 shares of Common Stock, whether in the Spinco Agreement form of Common Stock or Preferred Stock convertible into Common Stock or a warrant exercisable for Preferred Stock and convertible into Common Stock (if subject to adjustment for any stock split, stock dividend, recapitalization, substitution or similar event with respect to such shares), (iii) written notice is promptly given to the transferring Holder is a party thereto or has agreed Company, (iv) such transferee agrees to be bound therebyby the provisions of this Agreement and (v) and any other agreements between the Issuer and such Holder. Following any transfer Series B Holder or assignment made pursuant to this Section 2.09 in connection the Series C Holder (as the case may be) complies with the transfer by a Holder terms of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable SharesStockholders' Agreement. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer rights granted to a Restricted Transferee the Series B Purchaser or the Series C Purchasers (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder)case may be) under Sections 5.1, the Issuer shall have no obligation to deliver any notices under 5.2 and 5.3 of this Agreement to cause the Company to register securities may be assigned to any majority-owned subsidiary or otherwise interact with any Holder controlled affiliate of the Series B Purchaser or the Series C Purchasers (as the case may be) (but only if and for so long as such subsidiary or affiliate remains a majority owned subsidiary or controlled affiliate of the Series B Purchaser or the Series C Purchaser (as the case may be)) provided written notice thereof is promptly given to the Company and the transferee agrees to be bound by the provisions of this Agreement.
(b) The rights granted to Holders other than the Lead Holder for any purpose Series C Holders or the Series B Holders under Sections 5.1 and 5.2 of this Agreement to cause the Company to register securities may be assigned or transferred to a transferee or assignee in connection with any permitted transfer or assignment of Registrable Securities by such Holders, provided that (other than i) such transfer may otherwise be effected in accordance with Sections 2.05(a)applicable securities laws, 2.06(ii) such transfer is the lesser of (x) at least 300,000 shares of Common Stock, 2.10(e)(ii)whether in the form of Common Stock or Preferred Stock convertible into Common Stock, 3.01(f)(subject to adjustment for any stock split, 3.01(h)stock dividend, 3.02(d)recapitalization, 6.01substitution or similar event with respect to such shares) or (y) all the shares of Common Stock and Preferred Stock then held by such Holder, 6.02 (iii) written notice of the transfer is promptly given to the Company, (iv) such transferee agrees to be bound by the provisions of this Agreement and 6.13 and Article V hereof(v) such Holder complies with the requirements of the Stockholders Agreement.)
Appears in 1 contract
Transfer of Registration Rights. Each None of the rights of any Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement shall be transferred or assigned to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, person unless (i) such transferee is Libertyperson acquires Registrable Shares from such Holder concurrently with such transfer or assignment, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee person is an “accredited investor” a Qualifying Holder (as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Actbelow), and in either such case (xiii) such transferee agreesperson agrees to become a party to, in writing in form and substance reasonably satisfactory to the Issuerbound by, to be bound by all of the terms and provisions conditions of, this Agreement by duly executing and delivering to the Company an Instrument of Adherence in the form attached as Exhibit A hereto. For purposes of this Section 12, the term “Qualifying Holder” shall mean, (a) with respect to the Initial Holder, any holder of equity securities of such Initial Holder as of the date of this Agreement (it being specifically understood provided, that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with of any rights of the transfer by a Initial Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement shall be transferred to any such holder of equity securities of the Initial Holder in such proportion as the Initial Holder and such holders of equity securities of the Initial Holder have determined as of the date of this Agreement) and (b) with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Initial Holder, any corporation, partnership controlling, controlled by, or under common control with, such Holder for or any purpose partner thereof. None of the rights of any Holder under this Agreement shall be transferred or assigned to any Person (including, without limitation, a Qualifying Holder) that acquires Registrable Shares in the event that and to the extent that such Person is eligible to immediately resell such Registrable Shares pursuant to Rule 144 of the Securities Act or any other than exemption from the registration provisions of the Securities Act. After any transfer in accordance with Sections 2.05(a)this Section 12, 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 the rights and 6.13 obligations of a Holder as to any transferred Registrable Shares shall be the rights and Article V hereofobligations of the Holder Permitted Transferee holding such Registrable Shares.)
Appears in 1 contract
Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or (ii) such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Qualified Block Transfer or an Excluded Affiliate Transfer to a Restricted Qualified Block Transferee (in which case the Restricted Qualified Block Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof.)
Appears in 1 contract
Samples: Registration Rights Agreement (Live Nation Entertainment, Inc.)
Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all of its The rights granted to any Person under this Agreement may be assigned only to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such a transferee or assignee who is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Partysuch Person, without limitation on the number of such assignments, or (ii) on up to four (4) separate occasions, a transferee or assignee who is not an Affiliate of such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agreesPerson, in writing each case in form and substance reasonably satisfactory to the Issuer, to be bound by the terms and provisions of this Agreement (it being specifically understood that connection with any sale transfer or assignment of Registrable Shares Securities by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus); and Holder, provided, that: (ya) such transfer of Registrable Shares shall may otherwise be effected in accordance with applicable securities laws, the Spinco Agreement (b) if the transferring Holder is not already a party thereto thereto, the assignee or has agreed transferee agrees in writing prior to such transfer to be bound thereby) and any other agreements between by the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder provisions of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement applicable to the transferor and (c) such transferee shall own Registrable Securities representing at least 1,000,000 shares of Common Stock, subject to the Anti-dilution Adjustments." Except as set forth above with respect to Section 9 of the remaining portion JVP Registration Rights Agreement, any and all other provisions, legends or requirements for legends in any way, directly or indirectly, limiting or conditioning the free transfer, alienation or assignment of the securities of JVP and associated rights issued by JVP to EIS or its Registrable Shares. Notwithstanding the foregoing, unless Liberty subsidiaries or Affiliates are hereby deleted in their entirety and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have are of no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement further force and effect (other than in accordance any holdback agreements contemplated by the JVP Registration Rights Agreement). The Parties hereby agree that the transfer of such securities of JVP are thus no longer subject to contractual restrictions on transfer of any kind (other than any holdback agreements contemplated by the JVP Registration Rights Agreement and except as set forth above with Sections 2.05(arespect to Section 9 of the JVP Registration Rights Agreement). The Parties recognize that such securities remain subject to restrictions imposed under applicable securities laws. JVP will use commercially reasonable efforts to inform its transfer agent, 2.06and co-operate with the holder of such securities to confirm with prospective third party transferees from time to time, 2.10(e)(ii)of the elimination of such restrictions and, 3.01(f)if the certificate representing such securities is legended to reflect a contractual restriction, 3.01(h)JVP shall, 3.02(d)if requested by the holder of such securities, 6.01, 6.02 and 6.13 and Article V hereofshall re-issue such securities without such restrictive legend.)
Appears in 1 contract
Samples: Termination Agreement (Elan Pharmaceutical Investments LTD)
Transfer of Registration Rights. Each Holder shall have the right to transfer, by written agreement, any or all The registration rights of its rights granted under each Shareholder in this Agreement with respect to any direct or indirect transferee of such Holder’s Registrable Shares (each Person may be transferred to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”)any person acquiring any of the Registrable Shares held by the Holder; provided, however, that the Company may deny the transfer of such registration rights in any such case if (i) such transfer relates to a sale or other transfer of all of the Registrable Shares to a person who is a competitor of the Company or its subsidiaries in the industry or (ii) any conditions in the following sentence are not met. Each such transfer is contingent on such Shareholder or the transferring person satisfying the following: (i) each Shareholder or transferring person shall have given the Company written notice at or prior to the time of such transfer stating the name and address of the transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or and identifying the securities with respect to which the rights under this Agreement are being transferred; (ii) such transferee is an “accredited investor” as such term is defined shall have agreed in Rule 501 of Regulation D promulgated under the 1933 Actwriting, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the IssuerCompany, to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus)Agreement; and (yiii) immediately following such transfer the further disposition of Registrable Shares such securities by each transferee shall be effected in accordance with applicable securities laws, restricted under the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable SharesSecurities Act. Notwithstanding the foregoing, unless Liberty and (x ) the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee aggregate number of Demand Rights that can be exercised by any Shareholder, together with any subsequent Holder of Demand Rights that were initially held by such Shareholder, shall be substituted for Liberty limited to two; (y) the number of Demand Rights that may be transferred by a Shareholder or any subsequent Holder shall be reduced by one each time a Demand Right is exercised pursuant to Section 3.01 by such Shareholder or such subsequent Holder; and (z) a Shareholder or any subsequent Holder may not include any of its Registrable Shares in a Piggyback Registration pursuant to Section 3.02 if it has transferred all respects hereunder of its Demand Rights but may include its Registrable Shares in such a Piggyback Registration so long as the Lead Holder), the Issuer shall have no obligation such Shareholder or Holder (1) holds one or two Demand Rights or (2) has exercised a Demand Right pursuant to deliver any notices under Section 3.01 of this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofAgreement.)
Appears in 1 contract
Samples: Registration Rights Agreement (Warburg Pincus Ventures Lp)
Transfer of Registration Rights. Each (a) The registration rights of any Holder shall have the right to transfer, by written agreement, any or all of its rights granted under this Agreement with respect to any direct or indirect transferee of such Holder’s Registrable Shares (each Person Stock may be transferred to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, however, that: (i) the transferring Holder shall give the Buyer notice at or prior to the time of such transfer stating the name and address of the transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or and identifying the securities with respect to which the rights under this Agreement are to be transferred; (ii) such transferee is an “accredited investor” as such term is defined shall agree in Rule 501 of Regulation D promulgated under the 1933 Actwriting, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the IssuerBuyer, to be bound as a Holder by the terms and provisions of this Agreement (it being specifically understood that any sale of Registrable Shares by a Permitted Transferee shall be in accordance with the “plan of distribution” section of the applicable prospectus)Agreement; and (yiii) such the Buyer shall have received, if so requested by Buyer in its sole discretion, an opinion of counsel reasonably acceptable to Buyer that the transfer to the transferee was exempt from registration under the Securities Act and that the transferee is otherwise a Permitted Transferee. Any transfer of Registrable Shares Stock other than as set forth in this Section 4.01 shall be effected cause such Registrable Stock to lose such status.
(b) Notwithstanding anything to the contrary in accordance with applicable securities lawsthis Agreement, including this Section 4.01, the Spinco Agreement Buyer shall not be required to amend or supplement the Registration Statement or the prospectus or prospectus supplement included therein to include any such transferee referred to in clause (a) above, (i) unless and until the transferee shall have furnished to the Buyer such information regarding such transferee, such transferee’s relationship with the Buyer and its Affiliates, such transferee’s beneficial ownership of the Common Stock of Buyer, the Registrable Stock held by such transferee, and the intended method of disposition, if the transferring Holder is a party thereto or has agreed any, of such securities as to be bound therebyincluded in the Registration Statement under the Securities Act, (ii) and more than one time in any other agreements between the Issuer and such Holder. Following one month period, or (iii) during any transfer or assignment made pursuant to this suspension period under Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder2.04(b), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereof.)
Appears in 1 contract
Transfer of Registration Rights. Each Any Holder shall have the right to transfer, by written agreement, may transfer all or any or all portion of its rights granted under Article III to any transferee of a number of Registrable Securities owned by such Holder exceeding five percent (5%) of the outstanding class or series of such securities at the time of transfer (each transferee that receives such minimum number of Registrable Securities, a "Transferee"); PROVIDED, that each Transferee of Registrable Securities (other than SGI Entities) to which Registrable Securities are transferred, sold or assigned directly by a SGI Entity (such Transferee, a "SGI Transferee"), together with any Affiliate of such SGI Transferee (and any subsequent direct or indirect Transferees of Registrable Securities from such SGI Transferee and any Affiliates thereof) shall be entitled to request the registration of Registrable Securities pursuant to this Section 3.9 only once prior to a SGI Ownership Reduction and thereafter shall only be entitled to request the registration of Registrable Securities pursuant to Section 3.1(a)(ii) and, provided, further, that no Transferee shall be entitled to request registration pursuant to this Section 3.9 for an amount of Registrable Securities equal to less than $1,000,000. Any transfer of registration rights pursuant to this Section 3.9 shall be effective upon receipt by the Company of (i) written notice from such Holder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which the rights under this Agreement to any direct or indirect transferee are being transferred and the nature of such Holder’s Registrable Shares (each Person to whom the rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such transferee is Liberty, a Liberty Party, or an Affiliate of Liberty or a Liberty Party, or and (ii) a written agreement from such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and in either such case (x) such transferee agrees, in writing in form and substance reasonably satisfactory to the Issuer, Transferee to be bound by the terms and provisions of this Agreement (it being specifically understood that any sale Article III and Sections 5.3, 5.4, 5.9, 5.10, and 5.12 of Registrable Shares by a Permitted Transferee this Agreement. The Holders may exercise their rights hereunder in such priority as they shall be in accordance with the “plan of distribution” section of the applicable prospectus); and (y) such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all rights under this Agreement with respect to the remaining portion of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder), the Issuer shall have no obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereofagree upon among themselves.)
Appears in 1 contract
Transfer of Registration Rights. Each (a) Subject to Section 11(c), a Holder shall have the right to transfer, by written agreement, any or all of may transfer its rights granted under Section 2(b) and Section 3 of this Agreement Agreement, with its obligation under Section 2(a), to any direct or indirect transferee of such Holder’s Registrable Shares (each Person to whom rights to register shares shall have been so transferred hereunder a “Permitted Transferee”); provided, (i) such any transferee of Registrable Securities representing at least 5% of the total outstanding common equity of the Company, (ii) any transferee who as of the date of this Agreement is Liberty, a Liberty Party, shareholder or an Affiliate member of Liberty a transferring Shareholder that as of the date of this Agreement is a Subchapter S corporation or a Liberty Partylimited liability company, or (iiiii) such any transferee who is an “accredited investor” as such term is defined in Rule 501 a member of Regulation D promulgated under the 1933 Actimmediate family, a sibling, a descendant, or a niece or nephew of the transferring Shareholder (including without limitation family trusts, trusts for the benefit of family members, siblings, descendants, and/or nieces and nephews, and in either other similar entities used for the transferring Shareholder's estate-planning purposes) (each, a "transferee"). The Holder making such case (x) such transferee agrees, transfer shall promptly notify the Company in writing in form stating the name and substance reasonably satisfactory address of any transferee and identifying the amount of Registrable Securities with respect to which the Issuer, to be bound by the terms rights and provisions obligations under Sections 2 and 3 of this Agreement are being transferred. In connection with any such transfer, the term "Holder" as used in this Agreement shall, where appropriate to assign the rights and obligations of a Holder hereunder to such direct transferee, be deemed to refer to the transferee holder of such Registrable Securities.
(it being specifically understood that b) After any sale of Registrable Shares by a Permitted Transferee shall be in accordance with such transfer, the “plan of distribution” section of the applicable prospectus); and (y) Holder making such transfer of Registrable Shares shall be effected in accordance with applicable securities laws, the Spinco Agreement (if the transferring Holder is a party thereto or has agreed to be bound thereby) and any other agreements between the Issuer and such Holder. Following any transfer or assignment made pursuant to this Section 2.09 in connection with the transfer by a Holder of a portion of its Registrable Shares, such Holder shall retain all its rights and obligations under this Agreement with respect to all other Registrable Securities still owned by such Holder.
(c) Upon the remaining portion request of its Registrable Shares. Notwithstanding the foregoing, unless Liberty and the Liberty Parties shall have effected a Permitted Restricted Transfer to a Restricted Transferee (in which case the Restricted Transferee shall be substituted for Liberty in all respects hereunder as the Lead Holder)Holder making such transfer, the Issuer Company shall have no execute a Registration Rights Agreement with such transferee or a proposed transferee substantially similar to this Agreement. Upon the written request of the Company made to the transferring Holder before consummation of the transfer, such Holder shall deliver to the Company, as a condition to the transfer of rights under Sections 2 and 3, a written assumption of the obligation to deliver any notices under this Agreement to or otherwise interact with any Holder other than Section 2(a) signed by the Lead Holder for any purpose under this Agreement (other than in accordance with Sections 2.05(a), 2.06, 2.10(e)(ii), 3.01(f), 3.01(h), 3.02(d), 6.01, 6.02 and 6.13 and Article V hereoftransferee.)
Appears in 1 contract
Samples: Registration Rights Agreement (Kaufman & Broad Home Corp)
