SPECIAL NWIP PREEMPTION OF REGISTRATION RIGHTS Sample Clauses

SPECIAL NWIP PREEMPTION OF REGISTRATION RIGHTS. (a) If, prior to the later of (i) the completion of the Initial Required Build and (ii) January 29, 2003, DLJMB or MDP, as the case may be, requests a Demand Registration pursuant to Section 6.01, the Company will notify NWIP at the same time that it notifies the other Shareholders pursuant to Section 6.01, which notice (the "PREEMPTION NOTICE") will contain (i) a range of prices (the "UNDERWRITERS' RANGE") for the Company Common Stock as determined by the underwriters, of which the high per share price (the "HIGH OFFERING PRICE") will be no more than $3.00 greater than the low per share price (the "LOW OFFERING PRICE") and (ii) the other material terms of the offering, including but not limited to the number of shares of Company Common Stock to be offered and the proposed offering date. Upon receipt of the Preemption Notice, NWIP will have the right (the "PREEMPTION RIGHT"), subject to Section 5.03(c), to purchase all (but not less than all) of the Company Common Stock that the DLJ Entities and the High Yield Investors or the MDP Entities, as the case may be, own as of January 29, 1999 (assuming conversion of the Series A Preferred) and propose to offer in the case of either a DLJMB Demand Registration or an MDP Demand Registration, in each case, pursuant to Section 6.01. Except as provided in this Section 5.03, NWIP will not have any right, nor any obligation, to purchase any shares of Company Common Stock that any other Shareholder proposes to register in connection with the relevant Public Offering.
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Related to SPECIAL NWIP PREEMPTION OF REGISTRATION RIGHTS

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Waiver of Registration Rights The Company shall obtain a waiver of so-called "piggy-back" registration rights from any holders of any securities of the Company who have the right to require inclusion of any or all of their securities in the Registration Statement contemplated by this Agreement.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

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