Tax Protection Agreement and Registration Rights Agreement Sample Clauses

Tax Protection Agreement and Registration Rights Agreement. The Tax Protection Agreement and the Registration Rights Agreement, each executed by Operating Partnership or REIT, as applicable;
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Tax Protection Agreement and Registration Rights Agreement. Immediately prior to (but effective upon) the Contribution Settlement, (a) Public REIT, DownREIT Partnership and Contributor shall enter into the Tax Protection Agreement, substantially in the form attached hereto as Exhibit D (the “Tax Protection Agreement”), relating to, among other things, limitations on transfers of the Lighthouse Contribution Properties and the ability of the Redeeming Partnership Unitholders to guarantee debt of DownREIT Partnership, and (b) Public REIT and Contributor shall enter into the Registration Rights Agreement, substantially in the form attached hereto as Exhibit E (the “Registration Rights Agreement”), providing the terms and conditions under which Public REIT shall be obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the registration of the issuance of Registrable Securities (as defined in the Registration Rights Agreement) and the registered resale of such Registrable Securities. In connection with and effective upon the Contribution Settlement, each Redeeming Partnership Unitholder shall have the right, in connection with the Contribution Settlement and its election to redeem Lighthouse Units for DownREIT Partnership Units, to execute a joinder to both the Tax Protection Agreement and the Registration Rights Agreement, whereby it shall acquire the rights and assume the obligations thereunder with respect to the DownREIT Partnership Units transferred to it in connection with the Redemption, subject to the terms and conditions of this Agreement, and to enter into a guarantee agreement in the amount and on the terms contemplated in Article III of the Tax Protection Agreement. Any other transfer or assignment of DownREIT Partnership Units shall be subject to the terms and conditions of the Partnership Agreement.
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Related to Tax Protection Agreement and Registration Rights 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.

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

  • Purchase and Registration Rights Agreements This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

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

  • 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.

  • Amendment to Registration Rights Agreement The Registration Rights Agreement is hereby amended as follows:

  • 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.

  • 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.

  • Registration Agreement The Company and Purchaser shall have entered into a registration agreement in form and substance as set forth in Exhibit C (the “Registration Agreement”), and the Registration Agreement shall be in full force and effect as of the Initial Closing.

  • Amendments to Registration Rights Agreement The Parties hereby agree to the following amendments to the Registration Rights Agreement:

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