Transfer Restrictions Registration Rights. At the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall be either: (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or exempt therefrom; or (ii) eligible for resale without holding period, volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144. The Holder and any permitted transfer shall be entitled to the registration rights with respect to the resale of the Warrant Shares as described under the Purchase Agreement.
Transfer Restrictions Registration Rights. (a) The HSNS Shares to be delivered to the Shareholder pursuant to this Agreement have not been registered under the Securities Act or under the securities laws of any state. The Shareholder shall not sell, transfer, pledge or hypothecate such HSNS Shares in the absence of an effective registration statement under the Securities Act and such registration or qualification as may be required under state securities laws, or an exemption from registration or qualification thereunder. The certificate or certificates evidencing HSNS Shares delivered to the Shareholder pursuant to this Agreement shall bear substantially the following legend: The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The shares may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act of 1933, as amended, and such registration or qualification as may be necessary under the securities laws of any state, or an opinion of counsel satisfactory to High Speed Net Solutions, Inc. that such registration or qualification is not required.
(b) HSNS shall file a registration statement, which will include the HSNS Shares delivered to the Shareholder pursuant to Sections 1.2(b) and 1.2(c) (the "S-1 HSNS Shares"), on Form S-1 promulgated by the United States Securities and Exchange Commission (the "SEC"), or other similar format required or prescribed by State, federal, or exchange executive or regulatory agencies with jurisdiction over such registration, to allow the S-1 HSNS Shares to trade on the OTC-Bulletin Board or any recognized Stock Exchange, without restriction (the "Registration Statement"), within 14 days after Closing. HSNS shall use its best efforts to cause the S-1 HSNS Shares to trade on the OTC-Bulletin Board, or any recognized Stock Exchange, without restriction, and diligently pursue such registration after Closing.
Transfer Restrictions Registration Rights. 7 1.12 ADJUSTMENT OF NUMBER OF CLOSING SHARES...........................8 1.13
Transfer Restrictions Registration Rights. (a) Georgia will qualify for registration on, and will promptly file with the SEC within 180 days (the “Registration Deadline”) after the Investment Closing Date, a Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Registration Statement”), and such Registration Statement will be an automatic “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of the Registrable Shares pursuant to Rule 415 under the Securities Act. In connection with any such Registration Statement, Georgia agrees to comply with the registration procedures set forth on Exhibit D attached hereto. Upon filing the Registration Statement, Georgia will, if applicable, cause such Registration Statement to be declared effective, will keep such Registration Statement effective with the SEC at all times (including by filing a new Registration Statement if such Registration Statement automatically expires), and shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Registration Statement as may be requested by any Investor or any transferees or as otherwise required, until the Investors or any transferees who would require such registration to effect a sale of the Registrable Shares no longer hold the Registrable Shares. The Investors will pay all Registration Expenses incurred by the Investors in connection with any Registration Statement. Georgia will use its commercially reasonable efforts to remain eligible to use Form S-3 registration or a similar short-form registration. To the extent Georgia no longer remains eligible for such registration, Georgia agrees to provide the Investors with registration rights identical to the rights of the “THL Holders” under that certain Registration Rights Agreement, dated February 1, 2006, by and among Georgia and the Securityholders therein (the “Current RRA”).
(b) In connection with any registration under this Section 4.9, Georgia shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Shares, the officers, directors, agents, partners and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents, partners and employees of each such controlling person and any financial or investment adviser (each,...
Transfer Restrictions Registration Rights. 5 Section 2.1 Restrictions on Sale. .............................. 5
Transfer Restrictions Registration Rights. Neither this Warrant nor the securities issuable upon its exercise may be sold, transferred or pledged unless the Company shall have been supplied with reasonably satisfactory evidence that such transfer is not in violation of the Securities Act of 1933, as amended, and any applicable state securities laws. The Company may place a legend to that effect on this Warrant and any replacement Warrant. This Warrant is one in a series of warrants having the same terms and identified as "Series E" (the "SERIES E WARRANTS"). Upon the request of the holders of a majority of the shares issuable upon exercise of the Series E Warrants made anytime before the end of the Exercise Period, the Company will use all reasonable efforts to register for resale in accordance with the Securities Act of 1933, as amended, any shares of Common Stock issued upon exercise of the Warrants. Holdxx xxxees to cooperate with the Company in all reasonable ways to effect such registration. The Company will use all reasonable efforts to keep such registration effective until the expiration of the Exercise Period; provided, however, that the Company will not have any obligation to amend such registration to add the shares of a Holder that declines to participate in, or provide adequate information for, the original registration.
Transfer Restrictions Registration Rights. (a) Restrictions on Transfer. From and after the Effective Time, all of the shares of Acquiror Stock issued in exchange for the outstanding shares of Company Capital Stock at or immediately following the Effective Time will be subject to the restrictions upon transfer of such shares as imposed on unregistered shares by the rules of the Securities and Exchange Commission. The Acquiror Stock issued in connection with the Merger will be "restricted securities" under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Transfer Restrictions Registration Rights. The New Money First Issuer Lien Notes, the Second Lien Issuer Exchange Notes, First Lien Party City Exchange Notes, any related guarantees and the Rights will not be registered under the Securities Act and may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For the avoidance of doubt, the Rights may not be transferred, sold or otherwise disposed of. Eligible Holders that receive in the Exchange Offer, and beneficially own (as defined in Rule 13d-3 under the Exchange Act), a portion of the Shares exceeding 2.00% of the outstanding common stock of PRTY on the Settlement Date following the settlement of the Exchange Offer may request that PRTY include such shares on a resale shelf registration statement to be filed by PRTY within sixty (60) days from the Settlement Date. Forbearance From the effective date of the Transaction Support Agreement until the earlier of the termination of the Transaction Support Agreement and the consummation of the transactions described herein, the Consenting Noteholders shall (and shall instruct all trustees and agents), pursuant to the Transaction Support Agreement, forbear from exercising rights and remedies against Party City in respect of any defaults or events of default (including any defaults or events of default arising from the pursuit of the transactions described herein) under the Existing Indentures; provided, however, that no Consenting Noteholder shall be required to incur any costs and expenses or provide any indemnities or the like in order to comply with such forbearance. Issuer A direct wholly owned subsidiary of Holdings formed as a limited liability company will be the issuer and Anagram International, Inc., an existing Minnesota corporation and a wholly owned subsidiary of such issuer, will be the co-issuer. Notes $110.0 million aggregate principal amount of 15.00% senior secured notes due 2025 (the “New Money First Lien Issuer Notes”), including: (i) $100.0 million of New Money First Lien Issuer Notes issued in the New Money First Lien Issuer Notes Financing, (ii) $5.0 million of New Money First Lien Issuer Notes issued to the Backstop Parties as consideration for entering into the Backstop and Private Placement Agreement and providing their respective Commitments and (iii) $5.0 million of New Money First Lien Issuer Notes issued to the Private Placement Parties as consideration for entering into the Backst...
Transfer Restrictions Registration Rights. (a) Any Class A Shares purchased by Employee pursuant to the exercise of the Option will be subject to transfer restrictions imposed by the Securities Act of 1933 and the securities laws of the State of New York and any other State having jurisdiction. Further, as part of any registration or public offering of Class A Shares by Employer, Employee shall be subject to whatever restrictions on transfer are imposed generally by the underwriter, in connection with the registration or public offering, on officers, directors and existing holders of the Class A Shares then outstanding, provided that these restrictions shall not exceed one hundred eighty (180) days following the registration or public offering without the written agreement of Employee; however, Employee during such restricted period, shall be permitted to sell its Class A Shares in one (1) private transaction at a price which is not less than the market value for publicly traded shares, provided that Employee obtains an opinion of counsel, acceptable to Employer, that such sale will not be in violation of the Securities Act of 1933 or the securities laws of the State of New York or any other State having jurisdiction, and an opinion from the lead underwriter for the public offering that the proposed transaction will not jeopardize the public offering. In the event of a public offering of Class A Shares by Employer other than an initial public offering, or if Class A Shares owned by shareholders other than Employee are to be registered with the Securities and Exchange Commission, then Employee shall have the registration rights set forth in this Section 7.
(b) Employer agrees that there shall be no restrictions imposed on Employee's ability to sell his Class A Shares in one or more private transactions prior to a public offering of Employer's stock, provided that no such private sale shall be permitted unless and until Employer is provided with an opinion of counsel, reasonably satisfactory to Employer and its counsel, that registration is not required under the Securities Act of 1933 or the securities laws of the State of New York or any other State having jurisdiction, and that the proposed private sale will not be in a violation of any applicable securities laws.
(c) Employer agrees that if at anytime after an initial public offering of its shares, Employer proposes to register additional shares with the Securities Exchange Commission for sale to the public by Employer (i.e., a primary offering),...
Transfer Restrictions Registration Rights
