Permitted Registration Rights Assignee definition

Permitted Registration Rights Assignee shall have the meaning set forth in Section 3.5.1.
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Permitted Registration Rights Assignee means a transfer: (a) with respect to each holder which is not a natural person, to any Affiliate or to a Person for whom such holder (or an Affiliate of such holder) acts as investment advisor or investment manager; (b) with respect to each holder who is a
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Permitted Registration Rights Assignee means a transfer: (a) with respect to each holder which is not a natural person, to any Affiliate or to a Person for whom such holder (or an Affiliate of such holder) acts as investment advisor or investment manager; or (b) with respect to each holder who is a natural person: (i) to a Member of the immediate family of such holder; (ii) to a charitable entity, immediate family member or any trust for the direct or indirect benefit of the holder; or (iii) and upon the death of a holder, pursuant to the will or other instrument of such holder or by applicable laws of descent and distribution to such holder’s estate, executors, administrators and personal representatives, and then to such holder’s heirs, legatees or distributees, whether or not such recipients are Members of the immediate family of such holder; provided, however no part of an Interest may be transferred to a minor or an incompetent except in trust or pursuant to the Uniform Gifts to Minors Act.
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Examples of Permitted Registration Rights Assignee in a sentence

  • A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4.1 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.1.

  • The rights of a Stockholder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder.

  • A Permitted Registration Rights Assignee to whom rights are transferred pursuant to this Section 4 may not again Transfer such rights to any other Permitted Registration Rights Assignee, other than as provided in this Section 4.

  • The rights of a Stockholder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1, Section 2.2, Section 2.3 or Section 2.4 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder.

  • Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 2.5.1 shall be effective unless the Permitted Registration Rights Assignee has delivered to the Company a written joinder to the Agreement in form and substance reasonably satisfactory to the Company.

  • The rights of a Holder hereunder to cause the Company to register its Registrable Securities pursuant to Section 2.1 or Section 2.2 may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of such Shares effected in accordance with the terms of this Agreement to a Permitted Registration Rights Assignee of such Holder.


More Definitions of Permitted Registration Rights Assignee

Permitted Registration Rights Assignee means (i) an Affiliate of a Shareholder (ii) any other transferee that in the case of this clause (ii) acquires shares of Registrable Securities having a then fair market value (determined in good faith by the Board of Directors of the Company) of at least $40,000,000 or (iii) another member of the Shareholder Group of which the assignor is a member.
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Permitted Registration Rights Assignee means a transfer: (a) with respect to each holder which is not a natural person, to any Affiliate or to a Person for whom such holder (or an Affiliate of such holder) acts as investment advisor or investment manager; (b) with respect to each holder who is a natural person: (i) to a Member of the immediate family of such holder; (ii) to a charitable entity, immediate family member or any trust for the direct or indirect benefit of the holder; or (iii) and upon the death of a holder, pursuant to the will or other instrument of such holder or by applicable laws of descent and distribution to such holder’s estate, executors, administrators and personal representatives, and then to such holder’s heirs, legatees or distributees, whether or not such recipients are Members of the Immediate Family of such holder; provided, however no part of an Interest may be transferred to a minor or an incompetent except in trust or pursuant to the Uniform Gifts to Minors Act or (c) with respect to any Bain Party, in a transfer other than that described in clauses (a) and (b) above, to any Person, so long as in accordance with applicable securities laws, provided that the transferred Registrable Securities shall represent not less than 20% of the Registrable Securities then held by the Bain Parties.
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Permitted Registration Rights Assignee means: (i) an Affiliate of such Holder or a Charitable Organization; (ii) with respect to a Holder who is a natural Person, (A) any Member of the Immediate Family of such Holder in connection with a gift of such Shares, (B) any trust for the benefit of such Holder or any Member of the Immediate Family of such Holder, or (C) any trust in respect of which such Holder serves as trustee so long as the trust instrument governing such trust provides that such Holder, as trustee, retains sole and exclusive control over the voting and disposition of the Shares until the termination of this Agreement; (iii) any Investor; and (iv) with respect to any Investor, an Affiliated Fund or its partners or members or any Affiliates of any of the foregoing.
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Related to Permitted Registration Rights Assignee

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Exempt Transfer means, in relation to shares held by a member:

  • Registration Notice has the meaning specified in Section 2.1(a).

  • transferable securities means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Registration Filing Date means the date that is 60 days after date of the final closing of the PPO.

  • Registration Event means the occurrence of any of the following events:

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Incidental Registration has the meaning set forth in Section 4(a) of this Agreement.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.