Common use of Registration of Other Securities Clause in Contracts

Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder Group.

Appears in 8 contracts

Samples: Registration Rights Agreement (Extraction Oil & Gas, LLC), Registration Rights Agreement (Armstrong Energy, Inc.), Registration Rights Agreement (Cinco Resources, Inc.)

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Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder GroupHolders.

Appears in 4 contracts

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

Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offeringoffering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is has been approved by the affirmative vote of the holders Initiating Holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder GroupRegistration.

Appears in 3 contracts

Samples: Addendum Agreement (ANTERO RESOURCES Corp), Registration Rights Agreement (ANTERO RESOURCES Corp), Version Registration Rights Agreement (Antero Resources Finance Corp)

Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offeringoffering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder GroupHolders requesting such Demand Registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Targa Resources Investments Inc.), Registration Rights Agreement (Targa Resources Corp.)

Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or offering, (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder Group, or (iii) pursuant to the piggyback rights of the Company’s securityholders under the Preferred Registration Rights Agreement and the Other Registration Rights Agreement (as defined in the Preferred Registration Rights Agreement).

Appears in 1 contract

Samples: Registration Rights Agreement (Extraction Oil & Gas, Inc.)

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Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offeringoffering by one or more Holders, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities to be included in such Demand Registration by the members of the Demanding Qualified Holder GroupRegistration.

Appears in 1 contract

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

Registration of Other Securities. Whenever the Company shall -------------------------------- effect a Demand Registration pursuant to this Section 3 2.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration the Requesting Holder in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the Requesting Holder shall have consented in writing to the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the members of the Demanding Qualified Holder Groupsecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (Pure Resources Inc)

Registration of Other Securities. Whenever the Company shall effect a Demand Registration pursuant to this Section 3 in connection with an underwritten offeringoffering by one or more holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities to be included in such Demand Registration by the members of the Demanding Qualified Holder GroupRegistration.

Appears in 1 contract

Samples: Registration Rights Agreement (Bill Barrett Corp)

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