Common use of The Registration Rights Agreement Clause in Contracts

The Registration Rights Agreement. At the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective.

Appears in 2 contracts

Samples: Purchase Agreement (Rayovac Corp), Rayovac Corp

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The Registration Rights Agreement. At The Registration Rights Agreement has been duly authorized and, at the Closing Date, the Registration Rights Agreement will be have been duly authorized, executed and delivered by, by the Company and the Guarantor and will be a valid and binding agreement of, each of the Company and the GuarantorsGuarantor, enforceable against the Company and the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company and the Guarantor will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes Securities (the "Exchange Notes"Securities”) to be offered in exchange for the Notes Securities (the "Exchange Offer"); ”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the NotesSecurities, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Broadcasting Group Inc)

The Registration Rights Agreement. At the Closing Date, the --------------------------------- Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange -------------- for the Notes (the "Exchange Offer"); ) and (ii) to the extent required by the -------------- Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective.

Appears in 1 contract

Samples: Radio One Inc

The Registration Rights Agreement. At the Closing Date, the Registration Rights Agreement will be have been duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Company Companies and the Guarantorseach Guarantor, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement thereunder may be limited by applicable law. Pursuant to the Registration Rights Agreement, each of the Company Companies and each Guarantor will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company Companies (which will be fully and unconditionally guaranteed by the Guarantors) with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); ) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of under the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective.

Appears in 1 contract

Samples: American Seafoods Inc

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The Registration Rights Agreement. At The Registration Rights Agreement has been duly authorized and, at the Closing Date, the Registration Rights Agreement will be have been duly authorized, executed and delivered by, and, assuming the due authorization, execution and delivery by the Initial Purchasers, will be a valid and binding agreement of, each of the Company and the GuarantorsHoldings, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable lawlaw or considerations of public policy. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); ”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective.

Appears in 1 contract

Samples: Purchase Agreement (McP-MSC Acquisition, Inc.)

The Registration Rights Agreement. At The Registration Rights Agreement has been duly authorized by the Company and the Guarantors and at the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and each of the Guarantors, enforceable against the Company and the Guarantors, enforceable Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes and the Guarantees (the "Exchange Notes" and the "Exchange Guarantees") to be offered in exchange for the Notes and the Guarantees (the "Exchange Offer"); ) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective.

Appears in 1 contract

Samples: Purchase Agreement (Block Communications Inc)

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