UNREGISTERED SECURITIES; REGISTRATION RIGHTS AGREEMENT Sample Clauses

UNREGISTERED SECURITIES; REGISTRATION RIGHTS AGREEMENT. CalPERS acknowledges that it may not be practical for there to be an effective registration statement under the Securities Act at the time that it may deliver a Conversion Notice or at the time of the issuance of Conversion BPPI Shares pursuant to such a Conversion Notice. Accordingly, the delivery of such a Conversion Notice shall constitute a representation to BPPI that CalPERS will be acquiring the Conversion BPPI Shares, without the benefit of an effective registration statement under the Securities Act, for its own account and without any current intention to distribute any of conversion BPPI Shares in a transaction for which a registration statement is required to be in effect under the Act. Nevertheless, CalPERS reserves the right to sell its property, including Conversion BPPI Shares, at any time (but this reservation shall not affect its other obligations under any of the other provisions of this Agreement). BPPI will honor its obligations to enter into a registration rights agreement as provided in SECTION 10.4(f). Each certificate representing Conversion BPPI Shares may bear an appropriate legend noting that the transfer of any shares represented by such certificate is subject to future compliance with the Securities Act.
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Related to UNREGISTERED SECURITIES; REGISTRATION RIGHTS AGREEMENT

  • Securities Registration In the event the shares of ----------------------- Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if so requested by the Company, concurrently with the exercise of this Option (either in whole or in part) and as a condition to the Company's obligation to issue and deliver a stock certificate for such shares, deliver to the Company a written statement to the effect that the Optionee is acquiring the Stock for his or her own account for investment purposes only and not with a view to resale or distribution thereof.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Purchase and Registration Rights Agreements This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

  • Capitalization; the Securities; Registration Rights All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

  • Future Registration Rights The Company may agree with its shareholders other than the Holders to allow their participation in any registered offering which may be requested pursuant to Section 12.1 hereof, provided all such rights of participation by shareholders other than the Holders shall be subordinated to the rights of the participating Holders herein, in a manner reasonably satisfactory to the Required Percentage of such Holders and their counsel.

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  • Unregistered Securities (a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Securities and the Conversion Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and the Conversion Shares.

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