Original Registration Rights Agreement Sample Clauses

Original Registration Rights Agreement. The Sponsor hereby agrees that upon execution of this Agreement by the Sponsor, the Original Registration Rights Agreement shall be automatically terminated and superseded in its entirety by this Agreement.
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Original Registration Rights Agreement. Notwithstanding any other provision of this Agreement, if the inclusion of any Registrable Shares pursuant to a request made under paragraph 1.2(b) above would adversely affect the rights of any Rights Holder under the Original Registration Rights Agreement or result in a violation or breach of the Original Registration Rights Agreement by Chordiant, Chordiant shall limit the number of Registrable Shares to be included in the registration accordingly (pro rata among the Sellers requesting registration hereunder) so as to comply, at all times, with the provisions of the Original Registration Rights Agreement
Original Registration Rights Agreement. (a) EdtechX Sponsor Group hereby agrees that upon execution of this Agreement by EdtechX Sponsor Group, the Original Registration Rights Agreement shall be automatically terminated and superseded in its entirety by this Agreement. (b) The Company represents and warrants that no person, other than a Holder of Registrable Securities under this Agreement and the PIPE Subscription Agreements, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
Original Registration Rights Agreement. Subject to the provisions of Section 1.7 hereof, this Agreement may not be amended (or amended and restated, as the case may be) without the written consent of (i) the Company, (ii) a Series A Majority; (iii) a Series B Majority and (iv) a Series C Majority; provided, however, that any right inuring specifically to either the Series A Investors, the Series B Investors or the Series C Investors hereunder may be waived or amended as to all shares of such class upon the written consent of the holders of at least a Series A Majority, Series B Majority or a Series C Majority, respectively.
Original Registration Rights Agreement. The Parties irrevocably agree that:
Original Registration Rights Agreement. By the execution and delivery of this Agreement, the Original Registration Rights Agreement is hereby terminated by the Company and the Investor and rendered null and void, and is hereby superseded in all respects by the terms and conditions of this Agreement, which, it is agreed and acknowledged, shall govern the understandings between the Company and the Investor concerning their respective rights and obligations to register offers and sales of the Registrable Shares under the Securities Act, and all respective rights and liabilities of such parties in connection therewith.

Related to Original Registration Rights Agreement

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Registration Agreement The Company and the Purchasers shall have entered into a registration agreement in form and substance substantially similar to EXHIBIT D attached hereto (the "REGISTRATION AGREEMENT"), and the Registration Agreement shall be in full force and effect as of the Initial Closing.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

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