Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors herein.

Appears in 7 contracts

Samples: Registration Rights Agreement (Par Technology Corp), Registration Rights Agreement (Knoll Inc), Investment Agreement (Knoll Inc)

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Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein Holders herein, without the prior written consent of the Investors holding Holders of a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors Holders herein.

Appears in 6 contracts

Samples: Registration Rights Agreement (Agilysys Inc), Registration Rights Agreement (Cheesecake Factory Inc), Registration Rights Agreement (Digimarc CORP)

Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein not, without the prior written consent of all of the Investors, enter into any agreement with any person or persons providing for the granting to such holder of registration rights pari passu or senior to those granted to Investors pursuant to this Agreement, or of registration rights which might cause a reduction in the number of shares includable by the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to in any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinregistration.

Appears in 5 contracts

Samples: Registration Rights Agreement (Datakey Inc), Registration Rights Agreement (Datakey Inc), Registration Rights Agreement (Datakey Inc)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable, enter into any agreement granting with any holder current or prospective future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis other than pari passu with, or expressly subordinate to, the piggyback rights with respect to such securities that conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority Holders of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinSecurities hereunder.

Appears in 4 contracts

Samples: Operating Agreement (EnLink Midstream, LLC), Registration Rights Agreement (EnLink Midstream, LLC), Registration Rights Agreement (EnLink Midstream, LLC)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement granting with any holder current or prospective future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis other than pari passu with, or expressly subordinate to, the piggyback rights with respect to such securities that conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority Holders of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinSecurities hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (EnLink Midstream Partners, LP), Registration Rights Agreement (EnLink Midstream Partners, LP), Registration Rights Agreement (EnLink Midstream, LLC)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting with any holder current or prospective future holder of any securities of the Company registration rights with respect that would allow such current or future holder to such require the Company to include securities that conflict with in any Registration Statement on a basis other than expressly subordinate to the rights granted to of, the Investors herein without the prior written consent Holders of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinSecurities hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (Lonestar Resources US Inc.), Securities Purchase Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein not, without the prior written consent of the Investors holding a majority Investor as long as there are Registrable Securities outstanding, enter into any agreement with any investor or prospective investor of securities of the Registrable Securities. It is agreed Company that the granting of pro rata would grant such investor registration rights senior to any other investor in the Company shall not be considered to conflict with the rights those granted to the Investors hereinInvestor hereunder.

Appears in 4 contracts

Samples: Registration Rights Agreement (Waste Services, Inc.), Registration Rights Agreement (Waste Services, Inc.), Registration Rights Agreement (Prides Capital Partners, LLC)

Limitation on Subsequent Registration Rights. From and after the date hereof, of this Agreement the Company shall not not, without the prior written consent of the Investors, enter into any agreement granting with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights with respect the terms of which are equivalent to such securities that conflict with or more favorable than the registration rights granted to the Investors herein without hereunder, or which would reduce the prior written consent amount of Registrable Securities the Investors can include in any Registration Statement filed pursuant to Section 5 hereof, unless such rights are subordinate to those of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinInvestors.

Appears in 2 contracts

Samples: Investors and Registration Rights Agreement (Edgen Group Inc.), Investors and Registration Rights Agreement (Edgen Group Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting with any holder current or prospective future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis that would reduce or limit the rights with respect of the Holders of Registrable Securities hereunder or otherwise on terms more favorable to such securities that conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinholders than this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Smart Sand, Inc.), Registration Rights Agreement (Smart Sand, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein Holders herein, without the prior written consent of the Investors holding a majority of the Registrable SecuritiesInvestors’ Representative. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors Holders herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rentech Inc /Co/), Registration Rights Agreement (Rentech, Inc.)

Limitation on Subsequent Registration Rights. From and after After the date hereof, the Company shall not enter into any agreement (excluding, for the avoidance of doubt, the Stockholders’ Agreement) granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein Holders herein, without the prior written consent of the Investors holding Holders of a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors Holders herein.

Appears in 2 contracts

Samples: Subscription Agreement (Nesco Holdings, Inc.), Registration Rights Agreement (Custom Truck One Source, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting with any holder current or prospective future holder of any securities of the Company registration rights with respect that would allow such current or future holder to such require the Company to include securities that conflict with in any Registration Statement on a basis other than expressly subordinate to the rights granted to of, the Investors herein without the prior written consent Holders of the Investors holding a majority of the Registrable SecuritiesSecurities hereunder. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors herein[Signature pages follow.]

Appears in 1 contract

Samples: Securities Purchase Agreement (Lonestar Resources US Inc.)

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Limitation on Subsequent Registration Rights. From and after the date hereof, the The Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein not, without the prior written consent of the Investors holding a majority Investor, enter into any agreement with any holder or prospective holder of the Registrable Securities. It is agreed Company’s securities that grants such holder or prospective holder rights to include securities of the granting of Company in any Prospectus under applicable Securities Laws, unless such rights are either pro rata registration rights to any other investor in the Company shall not be considered to conflict with with, or subordinated to, the rights granted to the Investors hereinInvestor under this Agreement on terms reasonably satisfactory to the Investor.

Appears in 1 contract

Samples: Investor Rights and Strategic Opportunities Agreement

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with would have the rights granted to effect of reducing the Investors herein without the prior written consent amount of Registrable Securities that any Holder may otherwise include or sell in any offering of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinCompany’s securities under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Azz Inc)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Investors herein Holders herein, without the prior written consent of the Investors holding a majority of the Registrable SecuritiesInvestors. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors Holders herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Eargo, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that are more favorable or conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority at least two-thirds of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Par Technology Corp)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict in a material respect with the rights granted to the Investors herein Stockholders herein, without the prior written consent of the Investors Stockholders holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Watermark Lodging Trust, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict or are inconsistent with the rights granted to the Investors herein Holders herein, without the prior written consent of the Investors holding Holders of a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors herein.

Appears in 1 contract

Samples: Registration Rights Agreement (MGP Ingredients Inc)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company shall not not, without the prior written consent of the Investors, enter into any agreement granting with any holder or prospective holder of any securities of the Company that would grant such holder registration rights with respect senior to such securities that conflict with the rights those granted to the Investors herein without hereunder, other than the prior written consent of the Investors holding right to a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Investors hereinSpecial Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Roser Chris)

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