Transfer of Registration Rights definition

Transfer of Registration Rights. The RMG Investor may transfer or assign its registration rights in connection with any Transfer of RMG Registrable Securities to a Permitted Transferee or a transferee under Section 6(b) or 6(g); provided, that any such transferee shall agree to be bound by the terms hereof relating to RMG Shares or securities convertible or exchangeable for RMG Shares and, with respect to Parent, all of such transferees must act as one RMG Investor hereunder. Lock-Up Provision: The RMG Investor will not engage in transactions involving Parent's RMG equity securities, including by commencing any public offering of Parent's RMG equity securities or by causing a RMG Demand Registration, for a period not to exceed 180 days after the effective date of any Parent RMG registration statement that is equal to the shortest period that such restriction is made applicable to any director, officer or Affiliate of Parent. Blackout Rights: Upon written notice to the RMG Investor, Parent may suspend the RMG Investor's right to sell RMG Registrable Securities under a registration statement or temporarily refuse to proceed with a RMG Demand Registration under the following circumstances: (a) Parent reasonably believes that the use of such registration statement would require disclosure of a material corporate development not otherwise required to be disclosed that Parent has a valid business purpose for not disclosing, (b) Parent is in the process of making, or preparing to make, a registered offering of securities and Parent reasonably deems it advisable to temporarily discontinue disposition of RMG Registrable Securities or (c) Parent reasonably believes that disposition of RMG Registrable Securities at such time would have a material adverse effect on Parent. Parent shall notify the RMG Investor immediately upon the conditions in clause (a) or (c) above ceasing to exist, at which time such suspension shall terminate. Notwithstanding the foregoing, (i) the maximum period in which Parent can suspend the RMG Investor's rights under clauses (a), (b) and (c) above is 60 days on any single occasion and 145 consecutive days in any one-year period, (ii) Parent may not suspend such rights more than three times in any one-year period commencing after the date that the RMG Demand Registration becomes effective and (iii) the RMG Investor shall in any event, taking into account the blackout rights and lock-up provisions set forth herein, be entitled to 180 days in any one-year period (commencing on ...
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Examples of Transfer of Registration Rights in a sentence

  • No Transfer of Registration Rights 20 ARTICLE 4 CERTAIN COVENANTS AND AGREEMENTS Section 4.01.

  • No Transfer of Registration Rights 31 ARTICLE 6 CERTAIN COVENANTS AND AGREEMENTS Section 6.01.

  • Transfer of Registration Rights 19 ARTICLE III STANDSTILL; LOCK-UP; VOTING; CERTAIN OTHER MATTERS Section 3.01.

  • Transfer of Registration Rights 14 ARTICLE III MISCELLANEOUS Section 3.01.

  • The Company may prohibit the transfer of any Holder's rights under this Section 1.10 (Transfer of Registration Rights) to any proposed transferee or assignee who the Company reasonably believes is a competitor of the Company.

  • Section 4.1. Certain Definitions 22 Section 4.2. Shelf Registration 23 Section 4.3. Demand Registration 28 Section 4.4. Piggyback Registration 30 Section 4.5. Expenses of Registration 31 Section 4.6. Obligations of the Company 31 Section 4.7. Indemnification 34 Section 4.8. Information by Holder 36 Section 4.9. Transfer of Registration Rights 36 Section 4.10.

  • Homeowners requesting a color and/or material change to “existing exterior” are required to include “samples” of the proposed materials (coatings, brick, vinyl, material color, paint color, etc.).

  • No Transfer of Registration Rights 13 Article III Miscellaneous 13 Section 3.01.

  • Section 4.1. Certain Definitions 14 Section 4.2. Shelf Registration 15 Section 4.3. Piggyback Registration 19 Section 4.4. Expenses of Registration 21 Section 4.5. Obligations of the Company 21 Section 4.6. Indemnification 23 Section 4.7. Information by Holder 25 Section 4.8. Transfer of Registration Rights 25 Section 4.9. Delay of Registration 26 Section 4.10.

  • Section 4.1. Certain Definitions 12 Section 4.2. Piggyback Registration 13 Section 4.3. Expenses of Registration 14 Section 4.4. Obligations of the Company 15 Section 4.5. Indemnification 17 Section 4.6. Information by Holder 19 Section 4.7. Transfer of Registration Rights 19 Section 4.8. Delay of Registration 19 Section 4.9. Rule 144 Reporting 19 Section 4.10.

Related to Transfer of Registration Rights

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • certificate of registration means registration with the CPSBC that allows the Participant to practice medicine in British Columbia, other than the certificate of registration which allowed the Participant to enrol in Postgraduate Medical Education;

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • transferable securities means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:

  • State of Registration means the U.S. or such other country or state of registration of the Aircraft as LESSOR may, in its absolute discretion, approve in writing.

  • Registration Form means a book voter registration form and a by-mail voter

  • Transfer of Control means an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Book-Entry Registration Settlement in "same-day" funds, to the extent practicable. REMIC residual certificates will not be issued in book-entry form, unless authorized by the Seller.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Exempt Transfer means, in relation to shares held by a member:

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Business registration means a business registration certificate issued by the Department of the Treasury or such other form or verification that a contractor or subcontractor is registered with the Department of Treasury;

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.

  • Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange as of the Closing Date, (b) the Reorganization Agreement (excluding the provisions from any amendments, restatements, amendments and restatements, supplements or other modifications to the Reorganization Agreement entered into after the Closing Date either (i) creating additional Transfer Restrictions with respect to LBRDK Shares or (ii) modifying any Transfer Restrictions with respect to LBRDK Shares existing under or arising in connection with the Reorganization Agreement (as in effect on the Closing Date), in each case, that adversely affect the Lenders in any material respect (and, for the avoidance of doubt, any transfer restrictions that exist in the Reorganization Agreement, as in effect on the Closing Date, shall be deemed “Existing Transfer Restrictions”)), (c) the federal securities laws of the United States (as in effect as of the Closing Date) to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144 (as in effect on the Closing Date)) of any Issuer as of the Funding Date and (d) the Securities Act solely as a result of the Initial Pledged Shares being “restricted securities” within the meaning of Rule 144 (as in effect as of the Closing Date), including any “holding period” restrictions under Rule 144(d), as of the Funding Date.

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.