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

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common Unit Price), (b) the 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 Investor under this Agreement.

Appears in 6 contracts

Samples: Common Unit Purchase Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (Teekay Offshore Partners L.P.), Common Unit Purchase Agreement (Penn Virginia Resource Partners L P)

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Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to the Investors Holders by the Partnership Company under this Article II may be transferred or assigned by any Investor Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such InvestorHolder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million 100,000 of Registrable Securities (based on the Common Unit Stock Price), (b) the Partnership 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 Investor Holder under this Agreement.

Appears in 4 contracts

Samples: Registration Rights Agreement (SEACOR Marine Holdings Inc.), Registration Rights Agreement (SEACOR Marine Holdings Inc.), Registration Rights Agreement (SEACOR Marine Holdings Inc.)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 25.0 million of Registrable Securities (based on the Common Unit Price)Securities, (b) the 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 Investor under this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement, Contribution Agreement (USA Compression Partners, LP), Registration Rights Agreement (USA Compression Partners, LP)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 5.0 million of Registrable Securities (based on the Common Unit Price), (b) the 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 Investor under this Agreement.

Appears in 3 contracts

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

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors Investor by the Partnership under this Article II may be transferred or assigned by any the Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common Unit Price), (b) the 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 Investor under this Agreement.

Appears in 2 contracts

Samples: Class B Unit Purchase Agreement (Penn Virginia Resource Partners L P), Registration Rights Agreement (Penn Virginia Resource Partners L P)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership Company to register Registrable Securities granted to the Investors Purchasers by the Partnership Company under this Article II may be transferred or assigned by any Investor Purchaser to one or more transferees transferee(s) or assignees assignee(s) of such Registrable SecuritiesSecurities or by total return swap; provided, however, that that, except with respect to a total return swap, (a) unless the such transferee or assignee is an Affiliate ofof such Purchaser, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to each such transferee or assignee shall represent holds Registrable Securities representing at least $10.0 million 10,000,000 of Registrable Securities (the Purchased Common Units, based on the Common Unit Price), (b) the Partnership 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 Investor Purchaser under this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common LP Unit Price), (b) the 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 Investor under this Agreement.

Appears in 2 contracts

Samples: Lp Unit Purchase Agreement (Buckeye Partners, L.P.), Registration Rights Agreement (Buckeye Partners, L.P.)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common LP Unit Price or the Class B Unit Price, as applicable), (b) the 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 Investor under this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Buckeye Partners, L.P.), Class B Unit Purchase Agreement (Buckeye Partners, L.P.)

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Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor each Holder to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such InvestorHolder, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 50 million of Registrable Securities (based Securities, calculated on the Common basis of the Purchased Unit Price), (b) the 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 Investor transferring Holder under this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (MPLX Lp), Registration Rights Agreement (MPLX Lp)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors Investor by the Partnership under this Article II may be transferred or assigned by any the Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investorthe Investor or Xxxx-Xxxxx, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common Unit Price), (b) the 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 the Investor under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Penn Virginia Resource Partners L P)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 30 million of Registrable Securities (based on the Common Unit Price), (b) the 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 Investor under this AgreementAgreement and (d) the transferor or assignor is not relieved of any obligations or liabilities hereunder arising out of events occurring prior to such transfer.

Appears in 1 contract

Samples: Common Unit Purchase Agreement (Shell Midstream Partners, L.P.)

Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Investors Investor by the Partnership under this Article II may be transferred or assigned by any the Investor to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common LP Unit Price or the Class B Unit Price, as applicable), (b) the 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 Investor under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Buckeye Partners, L.P.)

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