Registration Rights Assignment Sample Clauses

Registration Rights Assignment. (a) At or prior to the Closing, the Parties shall enter into a written assignment and assumption agreement ("Assignment and Assumption Agreement") pursuant to which, effective as of the Closing, the Sellers shall assign to the Purchaser, and the Purchaser shall assume from the Sellers, all rights and obligations of the Sellers pursuant to that certain Registration Rights Agreement, dated as of July 14, 2016, by and among the Company, the Sellers and the other parties thereto (the "Registration Rights Agreement"), the form of such Assignment and Assumption Agreement is attached hereto as Exhibit B.
Sample 1
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Registration Rights Assignment. Pursuant to Section 2.9 of the Registration Rights Agreement, (a) BRPHC hereby assigns to BBHC LP all the rights of BRPHC in relation to the Class A Shares as a Holder under the Registration Rights Agreement and (b) BBHC LP shall be subject to and bound by all the terms and conditions of the Registration Rights Agreement as a Holder. The name and address of BBHC LP are as follows: BBHC Orion Holdco L.P. 000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 This Registration Rights Assignment Agreement shall constitute notice of the assignment of BRPHC’s rights pursuant to Section 2.9 of the Registration Rights Agreement, the receipt of which TerraForm hereby acknowledges. Except as modified hereby, the terms of the Registration Rights Agreement remain in full force and effect. TerraForm acknowledges and agrees that the Conflicts Committee of the TerraForm Board of Directors has agreed to and approved this Registration Rights Assignment Agreement.
Sample 1
Registration Rights Assignment. Pursuant to the Amended and Restated Registration Rights Agreement dated as of January 31, 2013 (as amended, the “Registration Rights Agreement” and such date, the “Registration Rights Effectiveness Date”) by and among the Company and the parties named on the signature pages hereto (collectively referred to hereinafter as the “Holders”), the rights of a Holder under the Registration Rights Agreement may be transferred by a Holder to a transferee who acquires or holds Registrable Securities (as defined in the Registration Rights Agreement) equal to at least five percent (5%) of the Registrable Securities held by the Holders as of the Registration Rights Effectiveness Date; provided, however, that such transferee has executed and delivered to the Company a properly completed Addendum Agreement (as defined in the Registration Rights Agreement), and the transferor shall have delivered to the Company, no later than thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred (the “Seller Written Notification”). The Seller has delivered to the Company the Seller Written Notification.
Sample 1
Registration Rights Assignment. Sellers and Buyer will request of the Company that the Company consent to, and execute, the Registration Rights Assignment as promptly as practicable after the date hereof and will consider in good faith any reasonable requests by the Company for amendments to the terms of the Registration Rights Assignment; provided that (i) no party shall be required to make any payment or otherwise provide any consideration to the Company in order to obtain the consent of the Company to the Registration Rights Assignment, (ii) no party shall be required to agree to any material amendment to the terms of the Registration Rights Assignment, and (iii) Sellers shall not be required to agree to any amendment of the Registration Rights Agreement that would result in the loss of any of their respective rights under the Registration Rights Agreement with respect to any equity interests of the Company that are not Purchased Securities (including, for the avoidance of doubt, the one demand registration right that is not being assigned to Buyer).
Sample 1

Related to Registration Rights Assignment

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase 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 No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

  • Registration Rights Transfer a. The Company agrees that, within seventy-five (75) calendar days after the Closing, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Class A Acquired Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing thereof and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Class A Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Class A Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Class A Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • 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.

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

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