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, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or 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 rights of, the Holders of Registrable Securities hereunder.

Appears in 4 contracts

Samples: Securities Purchase Agreement (LSB Industries Inc), Registration Rights Agreement (W&t Offshore Inc), Registration Rights Agreement

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Limitation on Subsequent Registration Rights. From and after the date hereof, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesRequired Holders, enter into any agreement with any current or future holder of any equity securities of the Company Corporation that would allow such current or future holder to require the Company Corporation to include equity securities in any registration statement filed by the Company Corporation on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the piggyback rights of, granted to the Holders of Registrable Securities hereunderpursuant to Section 2.02.

Appears in 4 contracts

Samples: Production Marketing Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)

Limitation on Subsequent Registration Rights. From Subject to Section 2.10, from and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the then-outstanding Registrable Securities, enter into any agreement with any current or 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 rights granted to the rights of, the Holders of Registrable Securities hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement (ProPetro Holding Corp.), Registration Rights and Lock Up Agreement (ProPetro Holding Corp.), Registration Rights Agreement (ProPetro Holding Corp.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or 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 rights of, the Holders of Registrable Securities hereunder.

Appears in 3 contracts

Samples: Registration Rights Agreement (Warren Resources Inc), Registration Rights Agreement (Warren Resources Inc), Registration Rights Agreement (Warren Resources Inc)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or 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 rights of, the Holders of Registrable Securities hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Abengoa, S.A.), Registration Rights Agreement (Abengoa Yield PLC)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent approval of the Holders of a majority of the Registrable Securities, the Corporation shall not enter into any agreement with granting any current holder or future prospective holder of any securities of the Company Corporation registration rights equal to or superior to those of the Holders. Nothing in this Section 1.5 shall be deemed to restrict the Corporation’s right to grant registration rights to other purchasers of the Corporation’s securities that would allow such current or future holder to require the Company to include securities are inferior to, and in any registration statement filed by the Company on a basis other than pari passu no way interfere with, or expressly subordinate those registration rights granted to the rights of, the Holders of Registrable Securities hereunderHolders.

Appears in 2 contracts

Samples: Registration Rights Agreement (I3 Verticals, Inc.), Registration Rights Agreement (I3 Verticals, Inc.)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesRequired Holders, enter into any agreement with any current or future holder of any equity securities of the Company Corporation that would allow such current or future holder to require the Company Corporation to include equity securities in any registration statement filed by the Company Corporation on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the piggyback rights of, granted to the Holders of Registrable Securities hereunderpursuant to Section 2.01.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company Corporation shall not, without the prior written consent of the Holders of a majority not less than two-thirds (2/3) of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Company Corporation that would allow such current or future holder to require the Company Corporation to include securities in any registration statement filed by the Company Corporation on a basis other than pari passu with, or expressly subordinate that is senior in any way to the piggyback rights of, granted to the Holders of Registrable Securities hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (PBF Energy Inc.), Registration Rights Agreement (PBF Energy Inc.)

Limitation on Subsequent Registration Rights. From and after -------------------------------------------- the date hereof, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into an agreement granting any agreement with any current holder or future prospective holder of any securities of the Company Corporation registration rights with similar rights 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 are superior to the rights of, granted to the Holders hereunder without the written consent of a majority of the Holders of Registrable Securities hereunderSecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (Greenwich Technology Partners Inc)

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Limitation on Subsequent Registration Rights. From and after the date hereofof this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesInvestor, enter into any agreement with any current holder or future prospective holder of any securities Company Security giving such holder or prospective holder any registration rights the terms of which are more favorable than the Company that registration rights granted to the holders of Registrable Securities hereunder, or which would allow such current or future holder to require reduce the Company to amount of Registrable Securities the holders can include securities in any registration statement filed by the Company on a basis other than pari passu withpursuant to Section 3 hereof, or expressly unless such rights are subordinate to those of the rights of, the Holders holders of Registrable Securities hereunderSecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (EverBank Financial Corp)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current holder or future prospective holder of any securities of the Company Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Company Investors, including the rights to demand the registration of shares of the Corporation’s capital stock, or to include securities such shares in any a registration statement filed that would reduce the number of shares includable by the Company on a basis other than pari passu withInvestors, or expressly subordinate to in each case without consent of Investors holding at least fifty percent (50%) of the rights of, the Holders of Registrable Securities hereunderSecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current holder or future prospective holder of any securities of the Company Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Company Investors, including the rights to demand the registration of shares of the Corporation’s capital stock, or to include securities such shares in any a registration statement filed that would reduce the number of shares includable by the Company on a basis other than pari passu withInvestors, or expressly subordinate to in each case without consent of the rights of, the Holders of Registrable Securities hereunderPreferred Vote.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

Limitation on Subsequent Registration Rights. From and after the date hereof, the Company The Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current holder or future prospective holder of any securities of the Company Corporation that would allow grant such current holder rights to demand the registration of shares of the Corporation’s capital stock, or future holder to require the Company to include securities such shares in any a registration statement filed that would reduce the number of shares includable by the Company on a basis other than pari passu with, or expressly subordinate to Holders without the rights of, consent of the Holders of at least a majority of Registrable Securities hereunderheld by Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Mascoma Corp)

Limitation on Subsequent Registration Rights. From and after After the date hereofof this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current holder or future prospective holder of any securities of the Company Corporation that would allow grant such current holder rights senior or future holder on parity to require those of the Company Investors, including the rights to demand the registration of shares of the Corporation's capital stock, or to include securities such shares in any a registration statement filed that would reduce the number of shares includable by the Company on a basis other than pari passu withInvestors, or expressly subordinate to in each case without consent of Investors holding at least 662/3% of the rights of, the Holders of Series C Registrable Securities hereunderSecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarus Therapeutics Inc)

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