Common use of Transfer or Assignment of Registration Rights Clause in Contracts

Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 million of Registrable Securities, calculated on the basis of the Purchased Share Price or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, (b) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Appears in 8 contracts

Samples: Registration Rights Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (EQM Midstream Partners, LP), Preferred Restructuring Agreement (EQM Midstream Partners, LP)

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Transfer or Assignment of Registration Rights. The rights to cause the Company Contango to register Registrable Securities granted to the Purchasers by Contango under this Article II may be transferred or assigned by each Holder any Purchaser to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such HolderPurchaser, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 2.5 million of Registrable Securities, calculated Securities (based on the basis Common Stock Price) or, if less, 100% of the Purchased Share Price or Registrable Securities then held by such lesser amount if it constitutes the remaining holdings of the Holder and its AffiliatesPurchaser, (b) the Company Contango is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder Purchaser under this Agreement.

Appears in 6 contracts

Samples: Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)

Transfer or Assignment of Registration Rights. The rights to cause the Company Partnership to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 50 million of Registrable Securities, calculated on the basis of the Purchased Share Unit Price or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, (b) the Company Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (EQM Midstream Partners, LP), Registration Rights Agreement (Equitrans Midstream Corp), Convertible Preferred Unit Purchase Agreement (EQM Midstream Partners, LP)

Transfer or Assignment of Registration Rights. The rights to cause the Company Partnership to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 50 million of Registrable Securities, calculated Securities (based on the basis of the Purchased Share Price Common Unit Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, ; (b) the Company Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned assigned; and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Phillips 66 Partners Lp), Registration Rights Agreement (Phillips 66 Partners Lp)

Transfer or Assignment of Registration Rights. The rights to cause the Company Partnership to register Registrable Securities under this Article II granted to the Holders hereunder may be transferred or assigned by each Holder one or more Holders to one or more transferees transferee(s) or assignees assignee(s) of such Registrable Securities; provided, however, provided that (a) unless any such transferee is a Holder or an Affiliate of the transferring Holder, or the transfer is to a swap counterparty, following such transfer or assignment, each such transferee or assignee is an Affiliate of, and after owns Registrable Securities representing at least $10 million of Registrable Securities (calculated based on the Per Unit Purchase Price of such Common Units) or the Partnership otherwise consents to such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 million of Registrable Securities, calculated on the basis of the Purchased Share Price or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliatesassignment, (b) the Company Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement (unless it is already a party to this Agreement).

Appears in 2 contracts

Samples: Registration Rights Agreement (Abraxas Petroleum Corp), Registration Rights Agreement (Abraxas Energy Partners LP)

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Transfer or Assignment of Registration Rights. The rights to cause the Company Partnership to register Registrable Securities granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by each Holder any Purchaser to one or more transferees or assignees of Registrable Securities; , subject to the transfer restrictions on Registrable Securities provided in Section 16.10 of the Amended and Restated Partnership Agreement, provided, however, that (ai) unless any such the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such HolderInvestor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 10.0 million of Registrable Securities, calculated Securities (based on the basis of the Purchased Share Price or such lesser amount if it constitutes the remaining holdings of the Holder and its AffiliatesCommon Unit Price), (bii) the Company Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned assigned, and (ciii) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder Purchaser under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)

Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 15 million of Registrable Securities, calculated on the basis of the Purchased Share Issue Price or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, (b) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Archrock, Inc.)

Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities granted to the Purchasers by the Company under this Article II may be transferred or assigned by each Holder any Purchaser to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless any such the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such HolderPurchaser, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $30 25 million of Registrable Securities, calculated Securities (based on the basis Common Stock Price) or, if less, 100% of the Purchased Share Price or Registrable Securities then held by such lesser amount if it constitutes the remaining holdings of the Holder and its AffiliatesPurchaser, (b) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned assigned, and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder Purchaser under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Nisource Inc/De)

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