Transfer of Registration Rights definition

Transfer of Registration Rights. The Investor may transfer or assign its registration rights in connection with any Transfer of Registrable Securities to a Permitted Transferee or a transferee under Section 6(b) or 6(g); PROVIDED, that any such transferee shall agree to be bound by the terms hereof relating to Shares or securities convertible or exchangeable for Shares and, with respect to Parent, all of such transferees must act as one Investor hereunder. Lock-Up Provision: The Investor will not engage in transactions involving Parent's equity securities, including by commencing any public offering of Parent's equity securities or by causing a Demand Registration, for a period not to exceed 180 days after the effective date of any Parent registration statement that is equal to the shortest period that such restriction is made applicable to any director, officer or Affiliate of Parent. Blackout Rights: Upon written notice to the Investor, Parent may suspend the Investor's right to sell Registrable Securities under a registration statement or temporarily refuse to proceed with a Demand Registration under the following circumstances: (a) Parent reasonably believes that the use of such registration statement would require disclosure of a material corporate development not otherwise required to be disclosed that Parent has a valid business purpose for not disclosing, (b) Parent is in the process of making, or preparing to make, a registered offering of securities and Parent reasonably deems it advisable to temporarily discontinue disposition of Registrable Securities or (c) Parent reasonably believes that disposition of Registrable Securities at such time would have a material adverse effect on Parent. Parent shall notify the Investor immediately upon the conditions in clause (a) or (c) above ceasing to exist, at which time such suspension shall terminate. Notwithstanding the foregoing, (i) the maximum period in which Parent can suspend the Investor's rights under clauses (a), (b) and (c) above is 60 days on any single occasion and 145 consecutive days in any one-year period, (ii) Parent may not suspend such rights more than three times in any one-year period commencing after the date that the Demand Registration becomes effective and (iii) the Investor shall in any event, taking into account the blackout rights and lock-up provisions set forth herein, be entitled to 180 days in any one-year period (other than the period prior to the date that is six months following the Stock Closing) that a...
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Examples of Transfer of Registration Rights in a sentence

  • No Transfer of Registration Rights 20 ARTICLE 4 CERTAIN COVENANTS AND AGREEMENTS Section 4.01.

  • Transfer of Registration Rights 19 ARTICLE III STANDSTILL; LOCK-UP; VOTING; CERTAIN OTHER MATTERS Section 3.01.

  • No Transfer of Registration Rights 31 ARTICLE 6 CERTAIN COVENANTS AND AGREEMENTS Section 6.01.

  • Transfer and Termination of Registration Rights 14 Section 4.1 Transfer of Registration Rights 14 Section 4.2 Termination of Registration Rights 14 Article V.

  • Transfer of Registration Rights -------------------------------- o The registration rights may be transferred in connection with a transfer by the Investor of at least 50% of the then outstanding Registrable Securities.

  • Transfer of Registration Rights 14 ARTICLE III MISCELLANEOUS Section 3.01.

  • Section 5.1. Certain Definitions 13 Section 5.2. Shelf Registration 15 Section 5.3. Piggyback Registration 20 Section 5.4. Expenses of Registration 21 Section 5.5. Obligations of the Company 21 Section 5.6. Indemnification 23 Section 5.7. Information by Holder 26 Section 5.8. Transfer of Registration Rights 26 Section 5.9. Delay of Registration 26 Section 5.10.

  • No Transfer of Registration Rights..............................................

  • No Transfer of Registration Rights............................................

  • Section 4.1. Certain Definitions 12 Section 4.2. Piggyback Registration 13 Section 4.3. Expenses of Registration 14 Section 4.4. Obligations of the Company 15 Section 4.5. Indemnification 17 Section 4.6. Information by Holder 19 Section 4.7. Transfer of Registration Rights 19 Section 4.8. Delay of Registration 19 Section 4.9. Rule 144 Reporting 19 Section 4.10.

Related to Transfer of Registration Rights

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

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

  • State of Registration means, in relation to an Aircraft at any time, the country or state on whose national register such Aircraft is registered at that time under the laws of such country or state in accordance with the applicable provisions of any Lease relating to such Aircraft or, in the absence of any such provisions, Applicable Law.

  • Registration Form means a book voter registration form and a by-mail voter

  • Transfer of Control means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote.

  • 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.

  • Registration Limitation shall have the meaning set forth in Section 2.01(c)(ii).

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

  • 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.

  • Book-Entry Registration Settlement in "same-day" funds, to the extent practicable. REMIC residual certificates will not be issued in book-entry form, unless authorized by the Seller.

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

  • registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

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

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

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Business registration means a business registration certificate issued by the Department of the Treasury or such other form or verification that a contractor or subcontractor is registered with the Department of Treasury;

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.