Stockholder and Registration Rights Agreement definition

Stockholder and Registration Rights Agreement means the Stockholder and Registration Rights Agreement, in substantially the form attached hereto as Exhibit G, to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.
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Stockholder and Registration Rights Agreement means the Stockholder and Registration Rights Agreement to be entered into as of the Closing Date, by and among Seller, Purchaser and the Shareholders, in the form set forth on Exhibit B hereto.
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Stockholder and Registration Rights Agreement means the Stockholder and Registration Rights Agreement between the Borrower and Xxxxxx or one of its Affiliates to be dated on or prior to the Distribution Date.
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Examples of Stockholder and Registration Rights Agreement in a sentence

  • AWI and the Asbestos PI Trust will enter into a Stockholder and Registration Rights Agreement, which will give the Asbestos PI Trust registration rights with respect to the Plan Notes, if they are issued.

  • Subject to the mandatory requirements of applicable law, notwithstanding anything to the contrary in the foregoing provisions of Section 4-A of this Article, each of the two individuals identified on Schedule 6.3 of the Stockholder and Registration Rights Agreement between the Corporation and the Armstrong World Industries, Inc.

  • The Stockholder and Registration Rights Agreement also will provide that Reorganized AWI will have the customary right to refuse a demand registration under certain circumstances and for limited periods of time; that Reorganized AWI will bear the costs and expenses associated with any registration; and will include such other customary terms, provisions, representations and warranties typically contained in registration rights agreements, including indemnification and contribution rights.

  • Each of the members of such Board of Directors shall be identified on Exhibit 7.21 to the Plan and shall serve in accordance with the Amended and Restated Articles of Incorporation, the Amended and Restated By-Laws, and the Stockholder and Registration Rights Agreement.

  • In addition, pursuant to the Stockholder and Registration Rights Agreement, the Asbestos PI Trust will be granted registration rights with respect to its shares of New Common Stock.

  • AWI and the Asbestos PI Trust will enter into a Stockholder and Registration Rights Agreement.

  • By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Vice President & General Counsel ALCOA UPSTREAM CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President - Tax THIS INSTRUMENT forms part of the Stockholder and Registration Rights Agreement (the “Agreement”), dated as of October 31, 2016, by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation.

  • See Section X.A., entitled, "EXEMPTIONS FROM SECURITIES ACT REGISTRATION - Stockholder and Registration Rights Agreement," for a general description of the registration rights of the Asbestos PI Trust with respect to the Plan Notes, if they are issued.

  • By: Name: Title: THIS INSTRUMENT forms part of the Stockholder and Registration Rights Agreement (the “Agreement”), dated as of [•], by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and AHS Holding Company, Inc., a Delaware corporation.

  • Each of the initial and future members of the Board of Directors of Reorganized AWI will serve as such in accordance with the Amended and Restated Articles of Incorporation and the by-laws of Reorganized AWI, as amended from time to time, and, while such agreement remains in effect, the Stockholder and Registration Rights Agreement between Reorganized AWI and the Asbestos PI Trust in the form of Exhibit 1.115 to the Plan.

Related to Stockholder and Registration Rights 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 the Exchange and Registration Rights Agreement, dated as of December 17, 1997, among Oglethorpe, the Funding Corporation and the Purchasers, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

  • 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.

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

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

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • 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.

  • Rights Agreement means the Rights Agreement dated as of December 16, 1987 between ML & Co. and Manufacturers Hanover Trust Company, Rights Agent, as amended from time to time.

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • certificate of registration means registration with the College that allows the Participant to practise medicine in British Columbia, other than the certificate of registration which allowed the Participant to enrol in Postgraduate Medical Education;

  • Shareholders Agreement has the meaning set forth in the recitals.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Demand Registration Notice has the meaning set forth in Section 2.1.