Common use of Limitations on Subsequent Registration Rights Clause in Contracts

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 9 contracts

Samples: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)

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Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 8 contracts

Samples: Registration Rights Agreement (Caisse De Depot Et Placement Du Quebec), Investors’ Rights Agreement (Kinemed Inc), Investors’ Rights Agreement (Kinemed Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority in interest of the Registrable Securities 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 pari passu with or senior to more favorable that the registration rights granted to the Holders hereunder.

Appears in 6 contracts

Samples: Registration Rights Agreement (Tullys Coffee Corp), Registration Rights Agreement (Tullys Coffee Corp), Registration Rights Agreement (Tullys Coffee Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority in interest of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 6 contracts

Samples: Investors' Rights Agreement (Quantenna Communications Inc), Registration Rights Agreement (U S Wireless Data Inc), ' Rights Agreement (Accuray Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Investor, enter into any agreement with any holder or prospective holder of any securities of the Company giving that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after the Investor has had the opportunity to include in the registration and offering all shares of Registrable Securities that it wishes to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any registration rights the terms of which are pari passu with securities held by such holder or senior to the registration rights granted to the Holders hereunderprospective holder.

Appears in 6 contracts

Samples: Investor Rights Agreement (Rocky Mountain Chocolate Factory Inc), Investor Rights Agreement (U-Swirl, Inc.), Membership Interest Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority the holders of two-thirds (2/3rds) of the Senior Registrable Securities Securities, 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 the right to include such securities in any registration rights the terms of which are pari passu with or senior (unless such right is subordinate to the registration rights granted to the Holders hereunderholders of Senior Registrable Securities in this Agreement) or to demand any registration of any securities held by such holder or prospective holder.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders holding of not less than a majority of the Registrable Securities held by all of the Holders then outstanding, 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 demand any registration or include such securities in any registration filed under subsections 1.2, 1.3 or 1.4 hereof if such inclusion would adversely affect the rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderany Holder under such subsections.

Appears in 5 contracts

Samples: Rights Agreement (Zhone Technologies Inc), Rights Agreement (Ejabat Morteza), Rights Agreement (KKR Zt LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities 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 to include such securities in any registration rights unless, under the terms of which are pari passu with such agreement, such holder or senior prospective holder may include such securities in any such registration only to the registration rights granted to extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders hereunderthat are included.

Appears in 5 contracts

Samples: Asset Acquisition Agreement (Cesca Therapeutics Inc.), Investors’ Rights Agreement (Cesca Therapeutics Inc.), Subscription Agreement (Dream Finders Homes, Inc.)

Limitations on Subsequent Registration Rights. From The Company represents and warrants that from and after the date of this Agreement, the Company it shall not, without the prior written consent of Holders holding a majority the holders of at least 50% of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of 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 that are pari passu (except with respect to piggyback or incidental registration rights) or senior to the registration rights those granted to the Holders Investors hereunder.

Appears in 5 contracts

Samples: Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.), Registration Rights Agreement (Salton Inc), Credit Agreement (Salton Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities 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 pari passu with or senior to, equal to or more favorable than the registration rights granted to the Holders hereunder.

Appears in 5 contracts

Samples: Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Smith Electric Vehicles Corp.), Investor Rights Agreement (Smith Electric Vehicles Corp.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Common Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would grant to such holder or prospective holder any registration rights the terms of which are pari passu superior to or, except with respect to piggyback or senior to the incidental registration rights rights, on parity with those granted to the Holders hereunderunder this Section 1.

Appears in 5 contracts

Samples: Registration Rights and Lockup Agreement (PMC Commercial Trust /Tx), Registration Rights Agreement (Salton Inc), Registration Rights and Lockup Agreement (PMC Commercial Trust /Tx)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least a majority of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Raindance Technologies Inc), Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of Holders Stockholders holding at least a majority of the Registrable Securities Shares held by the Stockholders, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving which would allow such holder or prospective holder to include securities of the Company in any registration rights Registration Statement upon terms which are more favorable to such holder or prospective holder than the terms on which holders of which are pari passu with or senior to the registration rights granted to the Holders hereunderRegistrable Shares may include shares in such registration.

Appears in 4 contracts

Samples: Rights Agreement (Arsanis, Inc.), Rights Agreement (Arsanis, Inc.), Rights Agreement (Arsanis, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Securities, 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 to include such securities in any registration rights filed under Section 1.3 hereof, unless under the terms of which are pari passu with such agreement, such holder or senior prospective holder may include such securities in any such registration only to the registration rights granted to extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders hereunderthat are included.

Appears in 4 contracts

Samples: Registration Rights Agreement (China Technology Development Group Corp), Registration Rights Agreement (China Technology Development Group Corp), Registration Rights Agreement (China Technology Development Group Corp)

Limitations on Subsequent Registration Rights. From The Company agrees that from and after the date of this Agreement, the Company it shall not, without the prior written consent of the Holders holding a majority of at least 51% of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of 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 that are more favorable, pari passu with or senior to the registration rights those granted to the Holders Purchaser hereunder.

Appears in 4 contracts

Samples: ’s Rights Agreement (Radical Holdings Lp), Securities Purchase Agreement (Immediatek Inc), ’s Rights Agreement (Immediatek Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority in interest of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Ritter Pharmaceuticals Inc), Investor Rights Agreement (Ambow Education Holding Ltd.), Investors’ Rights Agreement (Genesis Financial Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include securities in any registration rights other than on a subordinate basis after all Holders have had the terms of which are pari passu with or senior opportunity to include in the registration rights granted and offering all shares of Registrable Securities that they wish to the Holders hereunderso include.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Gamida Cell Ltd.), Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (Gamida Cell Ltd.)

Limitations on Subsequent Registration Rights. From and after the --------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving registration rights with respect to such securities unless such holder derives its rights as an additional Holder hereunder, or prospective holder any registration rights the terms of which such shares or securities are pari passu with or senior entitled to be included in registrations only to the registration rights granted to extent that the Holders hereunderinclusion of such securities will not diminish the amount of Registrable Securities that are included.

Appears in 4 contracts

Samples: Registration Rights Agreement (Artisan Components Inc), Escrow Agreement (Netcentives Inc), Registration Rights Agreement (Omnivision Technologies Inc)

Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Investor enter into any agreement with any holder or prospective holder of any securities of the Company giving that (a) would provide to such holder the right to include securities in any registration on other than a subordinate basis after the Investor has had the opportunity to include in the registration and offering all Registrable Shares that it wishes to so include or (b) allow such holder or prospective holder to initiate a demand for registration of any registration rights the terms of which are pari passu with securities held by such holder or senior to the registration rights granted to the Holders hereunderprospective holder.

Appears in 4 contracts

Samples: Registration Rights Agreement (FreightCar America, Inc.), Registration Rights Agreement (Pacific Investment Management Co LLC), Registration Rights Agreement (Pacific Investment Management Co LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that provides such holder or prospective holder any with registration rights the terms of which are pari passu with or senior superior to the registration rights granted provided to the Holders hereunderCommon Shareholders pursuant to this Section 1.

Appears in 4 contracts

Samples: Common Shareholder Piggyback Registration Rights Agreement (KOLABORATION VENTURES Corp), Piggyback Registration Rights Agreement (Driveitaway Holdings, Inc.), Piggyback Registration Rights Agreement (Driveitaway Holdings, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Restricted Stock 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 registration rights that would reduce the amount of Restricted Stock a Holder may include in any registration rights by the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderCompany.

Appears in 4 contracts

Samples: Registration Rights Agreement (Alon Brands, Inc.), Registration Rights Agreement (Alon Israel Oil Company, Ltd.), Registration Rights Agreement (Alon USA Energy, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority majority-in-interest of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 4 contracts

Samples: Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.), Rights Agreement (Endostim, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall may not, without the prior written consent of Holders holding a majority of the Registrable Securities Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving which provides such holder or prospective holder any of securities of the Company information or registration rights that are inconsistent in any material respect with, superior to or in any way violates or subordinates the terms of which are pari passu with or senior to the registration rights granted to the Sponsor Holders hereunderhereby.

Appears in 4 contracts

Samples: Registration Rights Agreement (Antero Midstream GP LP), Registration Rights Agreement (Antero Midstream GP LP), Registration Rights Agreement (ANTERO RESOURCES Corp)

Limitations on Subsequent Registration Rights. From The Company represents and warrants that it has not granted registration rights prior to the date hereof and agrees that from and after the date of this Agreement, the Company it shall not, without the prior written consent of the Holders holding a majority of at least 50% of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of 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 that are more favorable, pari passu with or senior to the registration rights those granted to the Holders Purchasers hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Vincera, Inc.), Investors’ Rights Agreement (Vincera, Inc.), Registration Rights Agreement (Penn Traffic Co)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.13), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Juno Therapeutics, Inc.), Rights Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities Securities, enter into any agreement with any holder or prospective holder of other party, including without limitation any securities of amendment to the Company giving such holder or prospective holder Creative Agreement, which by its terms grants any registration rights the terms of which are pari passu with or senior relating to the registration of Common Stock superior to or on a parity with the rights granted to the Holders hereunder.of Registrable Securities pursuant to this Agreement. 1.15

Appears in 3 contracts

Samples: Rights Agreement (Netspeak Corp), Rights Agreement (Motorola Inc), Rights Agreement (Motorola Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investor Rights Agreement (Stellar Acquisition III Inc.), Investors’ Rights Agreement (Eyenovia, Inc.), Investor Rights Agreement (Phunware, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities each Holder, 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 any to receive registration rights the on terms of which are pari passu with or senior to the registration rights more favorable than those granted to the Holders hereunderherein.

Appears in 3 contracts

Samples: License Agreement (Meridian Holdings Inc /Fl), License Agreement (Meridian Usa Holdings Inc), License Agreement (Meridian Holdings Inc /Fl)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities Securities, enter into any agreement with any holder Holder or prospective holder Holder of any securities of the Company giving such holder Holder or prospective holder Holder any registration rights unless, under the terms of which are pari passu with such agreement, such Holder or senior prospective Holder may include such securities in any such registration only to the registration rights granted to extent that the inclusion of such securities will not reduce the number or Registrable Securities of Holders hereunderthat are included.

Appears in 3 contracts

Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.or

Appears in 3 contracts

Samples: Shareholders' Agreement (Discovery Partners International Inc), Shareholders' Agreement (Discovery Partners International Inc), Rights Agreement (Alliance Fiber Optic Products Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities Shares, 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 any registration rights to include such securities in the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderMandatory Shelf Registration Statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Halcon Resources Corp), Registration Rights Agreement (Halcon Resources Corp), Registration Rights Agreement (Ares Management LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding of at least a majority of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Preferred Majority, 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 pari passu with or senior to or on parity with the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of hereof until this AgreementAgreement is terminated, the Company shall not, without the prior written consent of Holders holding the holders of a majority of the Registrable Securities Securities, enter into any agreement with any holder or prospective holder of any equity securities of the Company giving such holder or prospective holder any demand or incidental registration rights the containing cut-back provisions that are by their terms of which are pari passu with or senior not subordinate to the registration rights granted to the Holders hereunderin this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (Telewest Global Inc), Registration Rights Agreement (Telewest Global Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Shares then outstanding and/or issuable, enter into any agreement with any holder or prospective holder of any securities of the Company giving which would require the Company to include such holder or prospective holder securities in any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderRegistration filed under Section 2 hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Lapolla Industries Inc), Registration Rights Agreement (Unify Corp), Registration Rights Agreement (Unify Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Homeunion Holdings, Inc.), Rights Agreement (MyDx, Inc.), Investors’ Rights Agreement (Establishment Labs Holdings Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of (i) Holders holding a majority of the Registrable Securities Securities, and (ii) both (a) the holders of a majority of the then-outstanding shares of Series E Preferred Stock and (b) each of the Major Investors, 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 senior to, or pari passu with or senior to with, the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc), Rights Agreement (Castle Biosciences Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with any holder or prospective holder of any securities of the Company giving which would grant such holder or prospective holder any registration rights the terms of which that are pari passu with or senior to more favorable than the registration rights granted to of the Holders hereunderHolders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Independence Contract Drilling, Inc.), Transition Services Agreement (Independence Contract Drilling, Inc.), Registration Rights Agreement (Independence Contract Drilling, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the outstanding Registrable Securities 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 pari passu with such agreement, such holder or senior prospective holder may include such securities in any such registration only to the registration rights granted to extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders hereunderwhich is included.

Appears in 3 contracts

Samples: Registration Rights Agreement (E Loan Inc), Investor Rights Agreement (E Loan Inc), Shareholder Rights Agreement (Rita Medical Systems Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities 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 term of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investor’s Rights Agreement (Uni-Pixel), ’ Rights Agreement (Tudor Investment Corp Et Al), Investors’ Rights Agreement (Uni-Pixel)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then outstanding and not registered, 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 to require the Company to effect a registration, or include any securities in any registration rights the terms of which are pari passu with filed under Section 2.2, 2.3 or senior to the registration rights granted to the Holders hereunder2.9 hereof.

Appears in 3 contracts

Samples: Rights Agreement (Alimera Sciences Inc), Rights Agreement (Alimera Sciences Inc), Rights Agreement (Alimera Sciences Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Registrable Securities voting power of the 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Majority Registrable Securities Securities, 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 future registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderrights.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Catalyst Private Equity Partners (Israel) II LP), Investors’ Rights Agreement (Marker II LP), Investors’ Rights Agreement (Tufin Software Technologies Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include securities in any registration rights on other than on a subordinate basis after all Holders have had the terms of which are pari passu with or senior opportunity to include in the registration rights granted and offering all shares of Registrable Securities that they wish to the Holders hereunderso include.

Appears in 3 contracts

Samples: Rights Agreement (Myriant Corp), Registration Rights Agreement (Cullinan Oncology, Inc.), Registration Rights Agreement (Cullinan Oncology, LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with any holder or prospective holder of any securities of the Company giving which would grant such holder or prospective holder any registration rights the terms of which that are pari passu with or senior to more favorable than the registration rights granted to of the Holders hereunderParties.

Appears in 3 contracts

Samples: Stockholders’ Agreement (Chaparral Energy, Inc.), Stockholders’ Agreement (Basic Energy Services Inc), Stockholders' Agreement (Basic Energy Services Inc)

Limitations on Subsequent Registration Rights. From The Company represents and warrants that it has not granted registration rights, and agrees that, from and after the date of this Agreement, the Company it shall not, without the prior written consent of the Holders holding of at least a majority of the then outstanding Registrable Securities Securities, enter into any agreement (or any amendment or waiver of the provisions of any agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights rights, the terms of which in terms of inclusion priority are pari passu with or senior to more favorable than the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Management Agreement (Horizon PCS Inc), Management Agreement (Horizon PCS Inc), Management Agreement (Horizon Personal Communications Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, 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 rights, the terms of which are pari passu senior to, or in any manner inconsistent with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Adoption Agreement (Mavenir Systems Inc), Adoption Agreement (Mavenir Systems Inc), Adoption Agreement (Mavenir Systems Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Nalu Medical, Inc.), Investors’ Rights Agreement (Recursion Pharmaceuticals, Inc.), Investors’ Rights Agreement (Applied Molecular Transport LLC)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least a majority of the then outstanding Registrable Securities enter into Securities, grant, or cause or permit to be created, for the benefit of any agreement with person or entity any holder registration rights of any kind (whether similar to the demand, “piggyback” or prospective holder of Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with senior to, or senior to the registration rights on a parity with, those granted to the Holders hereunderof the Registrable Securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sohu Com Inc), Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sogou Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include securities in any registration rights the terms of which are pari passu on other than either a pro rata basis with or senior respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration rights granted and offering all shares of Registrable Securities that they wish to the Holders hereunderso include.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Twitter, Inc.), Investors’ Rights Agreement (Twitter, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this AgreementAgreement and until sixty (60) days following the Effective Date, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that provides such holder or prospective holder any with registration rights the terms of which are pari passu superior to or that conflict with or senior to the registration rights granted provided to the Holders hereunder.pursuant to this Section 2. SECTION 3

Appears in 2 contracts

Samples: Registration Rights Agreement (Vistula Communications Services, Inc.), Registration Rights Agreement (American Oriental Bioengineering Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementthese registration rights are granted, the Company shall not, without the prior written consent of the Holders holding a majority of not less than fifty percent (50%) of the Registrable Securities then held by Holders, voting together as a class, 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 to include such securities in any registration filed under Section 2 or 3 hereof other than rights the terms of which are pari passu with or senior subordinate to the registration rights granted to the Holders of any Holder hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hill Vernon W Ii), Registration Rights Agreement (Republic First Bancorp Inc)

Limitations on Subsequent Registration Rights. From and after the date of this AgreementAgreement and until Holder's registration rights terminate pursuant to Section 1.14 above, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Registerable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would grant to such holder or prospective holder any registration rights the terms of which are pari passu with or senior superior to the registration rights those granted to the Holders hereunderhereunder (although pari passu rights will be permissible).

Appears in 2 contracts

Samples: Rights Agreement (Mobility Electronics Inc), Investors' Rights Agreement (Mobility Electronics Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of Holders holding a majority of the Registrable Securities Holder Approval, enter into any agreement with any holder or prospective holder of any securities of the Company giving granting to such holder or prospective holder any registration rights the terms of which unless such rights granted to such holders are pari passu with or senior junior in all respects to the registration rights granted to the Holders hereunderpursuant to this agreement.

Appears in 2 contracts

Samples: And Registration Rights Agreement (Aquinox Pharmaceuticals (Usa) Inc), And Registration Rights Agreement (Aquinox Pharmaceuticals, Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities Securities, 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 to (a) include such securities in any registration statement filed by the Company unless such registration rights the terms of which are pari passu with equal or senior subordinate to the registration rights granted to the Holders hereunderpursuant to this Agreement or (b) demand registration of other securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Eroomsystem Technologies Inc), Stock Purchase Agreement (Eroomsystem Technologies Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, 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 pari passu with or senior to the registration rights granted to the Holders hereunder.holder

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Decipher Biosciences, Inc.), Investors’ Rights Agreement (Decipher Biosciences, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall may not, without the prior written consent of Holders holding a majority of the Registrable Securities Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving which provides such holder or prospective holder any of securities of the Company information or registration rights that are inconsistent in any material respect with, superior to or in any way violates or subordinates the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderhereby.

Appears in 2 contracts

Samples: Registration Rights Agreement (GasLog Ltd.), Registration Rights Agreement (Olympic LNG Investments Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities (assuming for these purposes the conversion of the Registrable Securities into Common Stock), enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any relating to registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.unless such agreement includes:

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Kodiak Sciences Inc.), Investors’ Rights Agreement (Kodiak Sciences Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of Holders holding a majority who in the aggregate hold more than 50% of the then outstanding Registrable Securities Securities, enter into any agreement with granting 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 pari passu with or senior to more favorable than the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Telecom Communications Inc), Registration Rights Agreement (Intermix Media, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the voting power of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Phaserx, Inc.), Investors’ Rights Agreement (Phaserx, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving Equity Securities that would provide such holder or prospective holder any with registration rights that are superior to, or otherwise on terms more favorable to such holder or prospective holder than, the terms rights of which are pari passu with or senior to the registration rights granted to the Holders hereunderset forth in Sections 2 to 6 hereof.

Appears in 2 contracts

Samples: Investor Rights Agreement (China Mass Media International Advertising Corp.), Investor Rights Agreement (China Mass Media International Advertising Corp.)

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Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Securities, 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 to include any of such securities in any registration rights filed under Section 1.2 hereof, unless under the terms of which are pari passu with such agreement, such holder or senior prospective holder may include such securities in any such registration only to the registration rights granted to extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders hereunderthat are included.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Iradimed Corp), Investors’ Rights Agreement (Iradimed Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights with respect to such securities that conflict with the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderherein, without the consent of Holders of at least a majority of the Registrable Securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (TCV Vi L P), Investor Rights Agreement (Thestreet Com)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority in interest of the Registrable Securities then outstanding, 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Blue Apron Holdings, Inc.), Investors’ Rights Agreement (Blue Apron Holdings, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder that grants any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderrights.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.), Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.)

Limitations on Subsequent Registration Rights. From The Company agrees that from and after the date of this Agreement, the Company it shall not, without the prior written consent of the Holders holding a majority of at least 80% of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of 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 that are more favorable, pari passu with or senior to the registration rights those granted to the Holders Purchaser hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Refocus Group Inc), Investors’ Rights Agreement (Refocus Group Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights with respect to such securities that are inconsistent with the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunderherein, without the consent of Holders of at least a majority of the Registrable Securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Redback Networks Inc), Rights Agreement (Eloyalty Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving registration rights with respect to such securities unless such holder derives its rights as an additional Holder hereunder, or prospective holder any registration rights the terms of which such shares or securities are pari passu with or senior entitled to be included in registrations only to the registration rights granted to extent that the Holders hereunderinclusion of such securities will not diminish the amount of Holder's Registrable Securities that are included.

Appears in 2 contracts

Samples: Rights Agreement (PDF Solutions Inc), Rights Agreement (PDF Solutions Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the outstanding Registrable Securities Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving which would give such holder or prospective holder any registration rights the terms of which are if (a) such registration rights would be pari passu with with, or senior to, any registration rights provided under this Agreement or (b) such holder would not be bound by obligations similar to the registration rights granted to obligations of the Holders hereunderset forth in Section 1.13.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.), Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Investor, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include such holder’s securities of the Company in any registration rights statement that the terms of which are pari passu with or senior Company would be required to the registration rights granted file pursuant to the Holders hereunderSection 3.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Developers Diversified Realty Corp), Stock Purchase Agreement (Developers Diversified Realty Corp)

Limitations on Subsequent Registration Rights. From and after --------------------------------------------- the date -13- of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder Holder or prospective holder of any securities of the Company giving Corporation granting registration rights with respect to such securities, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration rights the terms of which are pari passu with or senior only to the registration rights granted to extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders hereunderwhich is included.

Appears in 2 contracts

Samples: Investor Rights Agreement (Entravision Communications Corp), Investor Rights Agreement (Entravision Communications Corp)

Limitations on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty percent (60%) of the Registrable Securities 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 senior, in the terms good faith judgment of which are pari passu with or senior the Board of Directors of the Company, to the registration rights those granted to the Holders hereunder, unless the Company grants to the Investors similar registration rights.

Appears in 2 contracts

Samples: Rights Agreement (Kalobios Pharmaceuticals Inc), Rights Agreement (Kalobios Pharmaceuticals Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority at least 77% of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Kinnate Biopharma Inc.), Investors’ Rights Agreement (Kinnate Biopharma Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any that provide registration rights the terms of which that are pari passu with superior or senior to equal in priority to, or inconsistent with, the registration rights granted provided to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Nivalis Therapeutics, Inc.), Investor Rights Agreement (Nivalis Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of Holders holding who in the aggregate hold at least a majority of the then outstanding Registrable Securities Securities, enter into any agreement with granting 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 pari passu with or senior to more favorable than the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Fate Therapeutics Inc), Investor Rights Agreement (Fate Therapeutics Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding of at least a majority of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Luna Innovations Inc), Investor Rights Agreement (Luna Innovations Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration rights the terms of which are pari passu with or senior only to the registration rights granted to extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders hereunderthat are included.

Appears in 2 contracts

Samples: Investor Rights Agreement (VirtualScopics, Inc.), Voting Agreement (VirtualScopics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Holder, 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 to include such securities in any registration rights filed under Section 1.2 hereof, unless under the terms of which are pari passu with such agreement, such holder or senior prospective holder may include such securities in any such registration only to the registration rights granted to extent that the Holders hereunderinclusion of his securities will not reduce the amount of the Registrable Securities of the Holder that is included.

Appears in 2 contracts

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

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 75% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include securities in any registration rights on other than with respect to Registrable Securities on a subordinate basis after all Holders have had the terms of which are pari passu with or senior opportunity to include in the registration rights granted and offering all shares of Registrable Securities that they wish to the Holders hereunderso include.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Replimune Group, Inc.), Investors’ Rights Agreement (Replimune Group, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders the Investors holding a majority of the Registrable Securities held by all Investors, 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 pari passu with or senior to or on parity with the registration rights granted to the Holders Investors hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Oportun Financial Corp), Investors’ Rights Agreement (Oportun Financial Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority majority-in-interest of the Registrable Securities 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 pari passu with or senior not subordinate to the registration rights granted to the Holders hereunder.hereunder or that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1, Section 2.2 or Section 2.3

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Mulesoft, Inc), Investors’ Rights Agreement (Mulesoft, Inc)

Limitations on Subsequent Registration Rights. From and after the --------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent unless approved by Holders of Holders holding at least a majority of the Registrable Securities issued or issuable upon conversion of the Preferred Stock, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which with respect to such securities unless such new registration rights, including standoff obligations, are pari passu with or senior subordinate to the registration rights granted to the Holders hereunderunder this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Preview Systems Inc), Rights Agreement (Preview Systems Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities 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 (a) to include such securities in any registration rights filed under Section 1.2 hereof, unless under the terms of which are pari passu with such agreement, such holder or senior to the registration rights granted to the Holders hereunder.prospective holder may

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Gudjonsson Gudjon Mar), Shareholder Rights Agreement (Oz Com)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to or on parity with the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tenaya Therapeutics, Inc.), Investors’ Rights Agreement (Peloton Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities 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 the terms of which are pari passu with filed under Section 1.2 hereof or senior would allow such holder or prospective holder priority as to the inclusion of such securities over a Holder's Registrable Securities in any registration rights granted to the Holders hereunderfiled under Section 1.3 hereof.

Appears in 2 contracts

Samples: Investors Rights Agreement (Quintus Corp), Investors Rights Agreement (Quintus Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority sixty seven percent (67%) in interest of the Registrable Securities 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 pari passu with or senior to the registration rights granted to the Holders hereunderhereunder or can be included in a demand registration.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Zogenix, Inc.), Investors' Rights Agreement (Zogenix Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include securities in any registration rights the terms of which are pari passu statement on other than either a pro rata basis with or senior respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration rights granted statement and offering all shares of Registrable Securities that they wish to the Holders hereunderinclude.

Appears in 2 contracts

Samples: Registration and Other Rights Agreement (Live Oak Bancshares, Inc.), Registration and Other Rights Agreement (Live Oak Bancshares, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall nothereof, without the prior written consent approval of Holders holding the holders of a majority of the Registrable Securities Securities, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights superior to those of the terms Investors. Nothing in this Section 2.3 shall be deemed to restrict the Company's right to grant registration rights to other purchasers of which the Company's securities that are pari passu with equal or senior inferior to the those registration rights granted to the Holders hereunderInvestors pursuant to this Agreement.

Appears in 2 contracts

Samples: Investor Rights Agreement (Freerealtime Com Inc), Investor Rights Agreement (Freerealtime Com Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority 75% of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Voting Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would provide to such holder or prospective holder the right to include any of such securities in any registration rights the terms of which are pari passu filed under Section 2.02, Section 2.03 or Section 2.04 hereof on other than a pro rata basis or a subordinate basis with or senior respect to the registration rights granted to the Holders hereunderRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nu Holdings Ltd.), Registration Rights Agreement (Nu Holdings Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities not enter into any agreement with granting any holder or prospective holder of any securities of the Company giving registration rights with respect to such securities unless such holder derives its rights as an additional Holder hereunder, or prospective holder any registration rights the terms of which such shares or securities are pari passu with or senior entitled to be included in registrations only to the registration rights granted to extent that the Holders hereunderinclusion of such securities will not diminish the amount of Registrable Securities that are included.

Appears in 2 contracts

Samples: Rights Agreement (E Piphany Inc), Rights Agreement (Skystream Networks Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 67% of the Registrable Securities then outstanding, 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 pari passu with or senior to the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tabula Rasa HealthCare, Inc.), Investor Rights Agreement (Tabula Rasa HealthCare, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities Then Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that provides such holder or prospective holder any with registration rights the terms of which are pari passu superior to or on a parity with or senior to the registration rights granted provided to the Holders hereunderInvestors pursuant to this Section 1.

Appears in 2 contracts

Samples: Rights Agreement (Entropic Communications Inc), Rights Agreement (Entropic Communications Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company giving that (i) would provide to such holder the right to include securities in any registration or (ii) allow such holder or prospective holder to initiate a demand for registration of any registration rights the terms of which are pari passu with securities held by such holder or senior to the registration rights granted to the Holders hereunderprospective holder.

Appears in 2 contracts

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

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of Holders holding a majority of the Registrable Securities Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would (a) provide to such holder the right to include securities in any registration other than on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder to initiate a demand for registration of any registration rights the terms of which are pari passu with securities held by such holder or senior to the registration rights granted to the Holders hereunderprospective holder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Urovant Sciences Ltd.), Investor Rights Agreement (Sumitomo Chemical Co., Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities Requisite Holders, 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 to (a) include securities of the Company in any registration filed under Section 2.1 or Section 2.2, (b) make a demand registration that could result in such registration statement being declared effective prior to twelve (12) months after the initial underwritten public offering of the Common Stock or (c) have registration rights the terms of which that are pari passu with or senior superior to the registration rights granted to the Holders hereunderunder this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arvinas Holding Company, LLC), Registration Rights Agreement (Arvinas, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Registrable Securities 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 pari passu with or senior other than on a subordinate basis after all Holders have had an opportunity to include in the registration rights granted and offering all shares of Registrable Securities that they wish to the Holders hereunderso include.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty percent (60%) of the Registrable Securities then outstanding and not registered, enter into any agreement with any holder or prospective holder of any securities of the Company giving that would (i) require the Company to effect a registration or (ii) grant such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights those granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (PhaseBio Pharmaceuticals Inc), Investor Rights Agreement (PhaseBio Pharmaceuticals Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding in the aggregate of a majority of the Registrable Securities 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 pari passu with or senior to or on parity with the registration rights granted to the Holders hereunder.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Silverback Therapeutics, Inc.), Investors’ Rights Agreement (Edgewise Therapeutics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities 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 any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.holder:

Appears in 2 contracts

Samples: Registration Rights Agreement (Farfetch LTD), Registration Rights Agreement (Farfetch LTD)

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