Registration Rights Agreement and Sell-Down Registration Rights Agreement Sample Clauses

Registration Rights Agreement and Sell-Down Registration Rights Agreement. Buyer Ultimate Parent shall, promptly following the execution of this Agreement, negotiate in good faith and use its best efforts to agree with the Seller Parties, on a reasonable basis, (i) the form of the Sell-Down Registration Rights Agreement and to execute the Sell-Down Registration Rights Agreement within four weeks from the date hereof and (ii) the form of the Registration Rights Agreement on or prior to ten Business Days before the Closing Date and to execute the Registration Rights Agreement on or prior to the Closing Date. Each of the Parties acknowledges and agrees that the Sell-Down Registration Rights Agreement and the Registration Rights Agreement are a vital part of the consideration for the transactions contemplated hereunder and essential to the Seller Parties.
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Related to Registration Rights Agreement and Sell-Down Registration Rights Agreement

  • 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.

  • 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.

  • 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.

  • 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.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

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

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

  • 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.

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

  • 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.

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