Preferential Purchase Rights (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.
Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.
Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.
Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.
Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
AMENDMENT OF REGISTRATION RIGHTS Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who hold a majority in interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.
Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.
