Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. From and after the date of this Agreement 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 holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tumi Holdings, Inc.), Registration Rights Agreement (Tumi Holdings, Inc.)

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Limitation on Subsequent Registration Rights. From and after the date of this Agreement the Company WIND shall not, without the prior written consent of the holders of a majority two-thirds of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company WIND, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement registration filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Wind Holdings Inc.), Registration Rights Agreement (First Wind Holdings Inc.)

Limitation on Subsequent Registration Rights. From and after After the date of this Agreement Agreement, the Company shall not, without the prior written consent of the holders of a majority at least 55% of the Preferred Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving which would allow to (a) include such securities in any registration filed under Section 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration rights only to the terms extent that the inclusion of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would such securities will not reduce the amount of the Preferred Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders Holders that are included and shall be subordinated to the rights of Registrable Securitiesany Holder hereunder or (b) demand registration of their securities, including without limitation, on Form S-3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Forescout Technologies, Inc), Investors’ Rights Agreement (Forescout Technologies, Inc)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement Agreement, the Company shall not, without the prior written consent of the holders of a majority of the Registrable SecuritiesPrincipal Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities the Principal Holders hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Trean Insurance Group, Inc.), Registration Rights Agreement (Trean Insurance Group, Inc.)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement Agreement, 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 holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement registration filed pursuant to Section 2 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Superior Well Services, INC), Registration Rights Agreement (Superior Well Services, INC)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement Agreement, the Company shall not, without the prior written consent of the holders Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving which would allow such holder or prospective holder to include such securities in any registration rights filed under Section 1.2 hereof, unless under the terms of which are equivalent such agreement, such holder or prospective holder may include such securities in any such registration only to or more favorable than the registration rights granted to holders extent that the inclusion of Registrable Securities hereunder, or which would his securities will not reduce the amount of the Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable SecuritiesHolders which is included.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Healthdesk Corp), Registration Rights Agreement (Healthdesk Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement Agreement, the Company Corporation shall not, without the prior written consent of the holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company Corporation Security giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to the holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (EverBank Financial Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement and prior to the Company Conversion, Freescale Holdings shall not, and from and after the Conversion the Corporation shall not, without the prior written consent of the holders of a majority of the Registrable SecuritiesRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of Freescale Holdings or the Company Corporation, as the case may be, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement registration filed pursuant to Section 2 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Freescale Semiconductor Inc)

Limitation on Subsequent Registration Rights. From and after After the date of this Agreement Agreement, the Company shall not, without the prior written consent of the holders Holders of a majority at least sixty-seven percent (67%) of the Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would grant such holder or prospective holder any registration rights the terms of which are equivalent senior to or more favorable than on parity with those granted to the Holders hereunder. Notwithstanding the generality of the foregoing, the Company shall not grant any piggyback registration rights granted to which would reduce the number of shares includable by the holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those registration without the consent of the holders of at least a majority of the Registrable SecuritiesSecurities participating in the underwriting.

Appears in 1 contract

Samples: Investor Rights Agreement (Senomyx Inc)

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Limitation on Subsequent Registration Rights. From and after After the date of this Agreement Agreement, the Company shall not, without the prior written consent of the holders Holders of a majority of the Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would allow such holder or prospective holder (a) to include such securities in any registration rights filed under this SECTION 2, unless under the terms of which are equivalent such agreement, such holder or prospective holder may include such securities in any such registration only to or more favorable than the registration rights granted to holders extent that the inclusion of Registrable Securities hereunder, or which would his securities will not reduce the amount of the Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable SecuritiesHolders that is included, or (b) to make a demand registration to the Company.

Appears in 1 contract

Samples: Rights Agreement (Trubion Pharmaceuticals, Inc)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement Agreement, 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 holder Holder or prospective holder of any securities of the Company giving such holder Holder or prospective holder Holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities Holders hereunder, or which that would reduce the amount of Registrable Securities the holders Holders can include in any Registration Statement filed pursuant to Section 2 3 hereof, unless such rights are subordinate to those of the holders of Registrable SecuritiesHolders.

Appears in 1 contract

Samples: Registration Rights Agreement (Tidelands Oil & Gas Corp/Wa)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement is signed, the Company shall not, without the prior written consent of the holders of a majority of the Registrable Securities, not enter into any agreement with granting any holder holder, or prospective holder of any securities of the Company giving such holder or prospective holder any Company, registration rights with respect to such securities without the terms written consent of which the Holders of a majority of the Registrable Securities then outstanding, unless: (i) such other registration rights are equivalent equal to or more favorable than subordinate to the registration rights granted to the Holders hereunder; and (ii) the holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate subject to market standoff obligations no more favorable to such persons than those of the holders of Registrable Securitiescontained herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Natural Alternatives International Inc)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement the Company Corporation shall not, without the prior written consent of the holders of a majority of the Registrable SecuritiesQualified Holders, enter into any agreement with any holder or prospective holder of any securities of the Company Corporation, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any Registration Statement registration filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Ascent Energy Inc)

Limitation on Subsequent Registration Rights. From and after After the date of this Agreement Agreement, the Company shall will not, without the prior written consent of the holders Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any equity securities of the Company giving that would grant such holder or prospective registration fights that (a) would permit such holder any registration rights the terms of which are equivalent to or more favorable than cause the registration rights granted of equity securities held by such holder at a time when the Holders would not be permitted hereunder to holders cause a registration of Registrable Securities hereunder, or which would reduce the amount of (b) calls for any Registrable Securities the holders can include in any Registration Statement filed to be excluded from a registration statement pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities2.3.

Appears in 1 contract

Samples: Investors Rights Agreement (Emed Technologies Corp)

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