Transfer of Registration Rights definition

Transfer of Registration Rights. The RMG Investor may transfer or assign its registration rights in connection with any Transfer of RMG 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 RMG Shares or securities convertible or exchangeable for RMG Shares and, with respect to Parent, all of such transferees must act as one RMG Investor hereunder. Lock-Up Provision: The RMG Investor will not engage in transactions involving Parent's RMG equity securities, including by commencing any public offering of Parent's RMG equity securities or by causing a RMG Demand Registration, for a period not to exceed 180 days after the effective date of any Parent RMG 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 RMG Investor, Parent may suspend the RMG Investor's right to sell RMG Registrable Securities under a registration statement or temporarily refuse to proceed with a RMG 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 RMG Registrable Securities or (c) Parent reasonably believes that disposition of RMG Registrable Securities at such time would have a material adverse effect on Parent. Parent shall notify the RMG 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 RMG 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 RMG Demand Registration becomes effective and (iii) the RMG 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 (commencing on ...
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Examples of Transfer of Registration Rights in a sentence

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

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

  • The Company may prohibit the transfer of any Holder's rights under this Section 1.10 (Transfer of Registration Rights) to any proposed transferee or assignee who the Company reasonably believes is a competitor of the Company.

  • 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.

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

  • In connection with the pledge granted hereunder of the rights of Pledgor under or in connection with the Registration Rights Agreement, there shall be delivered to and held by or on behalf of the Agent an executed Notice of Transfer of Registration Rights and Registrable Securities and an executed Notice of Substitution of Investors' Agent under the Registration Rights Agreement (together, the "REGISTRATION RIGHTS AGREEMENT NOTICES"), in the form attached hereto.

  • No Transfer of Registration Rights 23 CERTAIN COVENANTS AND AGREEMENTS Section 5.01.

  • REGISTRATION RIGHTS 13 Section 4.01 Company Registration 13 Section 4.02 Company Control 14 Section 4.03 Expenses of Registration 14 Section 4.04 Registration Procedures 15 Section 4.05 Indemnification 17 Section 4.06 Information by the Shareholders 19 Section 4.07 “Market Stand-off” Agreement 19 Section 4.08 Transfer of Registration Rights 20 Section 4.09 Termination 20 ARTICLE V.

  • Transfer of Registration Rights: the registration rights may be transferred to a transferee who acquires at least 40% of Investor's shares.

  • Transfer of Registration Rights: The RMG Investor may transfer or assign its registration rights in connection with any Transfer of RMG 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 RMG Shares or securities convertible or exchangeable for RMG Shares and, with respect to Parent, all of such transferees must act as one RMG Investor hereunder.

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 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.

  • 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;

  • 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 an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • 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.

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

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

  • registration means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

  • 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 set forth in Section 2.3(b) 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.