Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 3 contracts

Sources: Registration Rights Agreement (ZOOZ Power Ltd.), Registration Rights Agreement (ZOOZ Power Ltd.), Registration Rights Agreement (ZOOZ Power Ltd.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Preferred Stock, the Warrants or the Registrable Securities if: (a) The Company shall not the Investor agrees in writing with the transferee or assignee to assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding such rights, and a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise copy of such Warrants); providedagreement is furnished to the Company after such assignment, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby (b) the Company is a party and in which the Registrable Securities are converted into the equity securities furnished with written notice of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice the name and address of such assignment transferee or assignee, and (ii) the written agreement securities with respect to which such registration rights are being transferred or assigned, (c) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (d) the transferee or assignee agrees in writing for the benefit of the assigneeCompany to be bound by all of the provisions contained herein, and (e) such transfer shall have been made in a form reasonably satisfactory accordance with the applicable requirements of the Securities Purchase Agreement, the Certificate of Designation and the Warrants, as applicable. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investor under this Agreement or any other agreement or document related to the transactions contemplated hereby may be assigned, without further consent of the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor’s margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage account.

Appears in 3 contracts

Sources: Registration Rights Agreement (Wave Wireless Corp), Registration Rights Agreement (Wave Wireless Corp), Securities Purchase Agreement (Heartland Oil & Gas Corp)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the to register Registrable Securities then outstanding pursuant to this Article 4 may be assigned (determined as if but only with all related obligations) by a holder of the Warrants then outstanding have been exercised without regard Registrable Securities to any limitations on the exercise a transferee or assignee of such Warrantssecurities (y) who is not an operating company engaged in a business activity directly competitive with the Company (as reasonably determined by the Company’s Board of Directors) and who after such assignment or transfer, holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” no Investor shall be deemed to refer to be engaged in a business activity directly competitive with the Company, or (z) who is an Affiliate or a constituent partner of such Person holder; provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the term “Registrable Securities” securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. effective only if (bi) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities immediately following such transfer and the further disposition of such Person agreed to become bound securities by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon transferee or obligate assignee is restricted under the Company unless and until the Company shall have received (i) written notice of such assignment Securities Act and (ii) the written agreement of transferee or assignee shall acknowledge in writing that the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum transferred or certificate of joinder assigned Registrable Securities shall remain subject to this Agreement). Any transfer For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignment made other than as provided in this Section 7 assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be null aggregated together and voidwith the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Article 4.

Appears in 3 contracts

Sources: Investor Rights Agreement, Investor Rights Agreement (Paratek Pharmaceuticals Inc), Investor Rights Agreement (Paratek Pharmaceuticals Inc)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee acquiring at least 100,000 of a Holder’s Registrable Securities (as adjusted for any stock splits, subdivisions, stock dividends, changes, combinations or the like); provided that (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which must receive written notice prior to the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transactionsaid transfer, such Person shall, by virtue stating the name and address of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person said transferee or assignee and the term “Registrable Securities” shall be deemed to include identifying the securities received or receivable by the Holder in connection with respect to which such transaction unless such securities rights are otherwise freely tradable by the Holder after giving effect to such transaction. being assigned, (b) The Holder may assign the transferee or delegate its rights, duties or obligations under this Agreementassignee of such rights must not be a person deemed by the Board, in whole or in partits reasonable judgment, to any Person to whom it transfers not fewer than 5.0% be a competitor or potential competitor of the Registrable Securities it then holdsCompany, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon transferee or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, assignee must agree to be bound by the terms and provisions of this Agreement Agreement. Notwithstanding the foregoing, any Holder that (which i) is a partnership, limited liability company or corporation may be accomplished transfer such Holder’s registration rights to (A) entities affiliated directly or indirectly with such partnership or its manager, limited liability company or corporation (and any such affiliate may subsequently transfer such registration rights to other affiliates), (B) any partner (or retired partner or incoming partner), member (or retired member) or stockholder of such partnership, limited liability company or corporation, (C) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (D) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (E) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder or the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be, (ii) holds shares in its capacity as trustee, manager or custodian of a trust, may transfer such Holder’s registration rights to a replacement trustee, manager or custodian of the relevant trust, or (iii) is a member of the Fidelity Group may transfer such Holder’s registration rights to one or more members of the Fidelity Group, in each case, without restriction as to the number or percentage of shares acquired by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidany such transferee.

Appears in 3 contracts

Sources: Investor Rights Agreement (Viewray Inc), Investor Rights Agreement (Viewray Inc), Investor Rights Agreement (Viewray Inc)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by the Stockholder to one or more transferees or assignees of such securities who hold, pursuant to such assignment(s), a number of Registrable Securities constituting in excess of five percent (5%) of the outstanding shares of the Common Stock of the Company, provided: (a) The the Company shall not assign this Agreement or is, within ten (10) days after any rights or obligations hereunder (whether by operation of law or otherwise) without the prior such transfer, furnished with written consent notice of the Holders holding a majority name and address of such transferees or assignees and the securities with respect to which such registration rights are being assigned; (b) such transferees or assignees agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferees or assignees is restricted under the Act. In the event of any assignment by the Stockholder pursuant to this Section 1.11, any right of the Stockholder hereunder may only be exercised by written instrument executed by the holders of at least thirty percent (30%) of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations "Written Instrument") and the Company may rely on the exercise Written Instrument in effecting such right or rights to register Registrable Securities pursuant to Section 1. Upon any proper assignment of such Warrants); providedregistration rights in accordance with this Section 1.11, however, that any reduction (pursuant to Section 1.7) in the participation among holders of Registrable Securities in any transactionregistration subject to Section 1.7 shall, whether by merger, reorganization, restructuring, consolidation, financing or unless the Stockholder and such other holders of Registrable Securities notify the Company of their agreement otherwise, whereby the Company is a party and be allocated among such holders pro rata in which the Registrable Securities are converted into the equity securities accordance with their respective holdings of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 3 contracts

Sources: Registration and Stockholder Rights Agreement (Ixys Corp /De/), Stockholders Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Pre-Funded Warrants then outstanding have been exercised in full without regard to any limitations on the exercise of such Pre-Funded Warrants) (voting together as a single class); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Pre-Funded Warrants then outstanding have been exercised in full without regard to any limitations on the exercise of such Pre-Funded Warrants) The Holder shall not be required for such transaction. No Investor may assign or delegate its rights, duties or obligations rights under this Agreement, in whole other than to an affiliate of such Investor or in part, to any Person to whom it transfers not fewer than 5.0% other investment funds or accounts managed or advised by the investment manager who acts on behalf of the Registrable Securities it then holdsInvestor, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by without the terms and prior written consent of the Company. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 3 contracts

Sources: Registration Rights Agreement (Glycomimetics Inc), Securities Purchase Agreement (Glycomimetics Inc), Securities Purchase Agreement (Glycomimetics Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 3 contracts

Sources: Registration Rights Agreement (Shattuck Labs, Inc.), Registration Rights Agreement (Verastem, Inc.), Registration Rights Agreement (Tenax Therapeutics, Inc.)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(a) may be assigned (abut only with all related obligations) The by a Holder to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 2,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior is, within a reasonable time after such transfer, furnished with written consent notice of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise name and address of such Warrants)transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, howeverfurther, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” assignment shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities effective only if immediately following such transfer and the further disposition of such Person agreed to become bound securities by the terms and provisions of this Agreement in accordance herewith. transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(b) may be assigned (cbut only with all related obligations) No assignment by any party hereto Enron to a transferee or assignee of such party’s rightssecurities who, duties after such assignment or transfer, holds at least 1,500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and obligations hereunder shall be binding upon or obligate other recapitalizations), provided the Company unless and until the Company shall have received (i) is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsections 1.2(c) or 1.2(d) may be assigned (but only with all related obligations) by MCI WorldCom to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and (ii) other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written agreement notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, in the holdings of transferees and assignees of a form reasonably satisfactory to partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the Companypartnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum receiving notices or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in taking any action under this Section 7 shall be null and void1.

Appears in 3 contracts

Sources: Investors' Rights Agreement (Rhythms Net Connections Inc), Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Investors' Rights Agreement (Rhythms Net Connections Inc)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be assignable by each Investor to any permitted transferee of the Registrable Securities (a) The in the case of an assignment of all Registrable Securities held by such Investor without the consent of the Company and (b) in the case of an assignment of less than all Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), 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 after such assignment, (ii) the Company is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and applicable provisions of the Securities Purchase Agreement relating to the transfer of any Securities, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this Agreement or the Securities Purchase Agreement, the Shares may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transaction contemplated hereby may be assigned, without the prior written further consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor's margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage accounts.

Appears in 2 contracts

Sources: Registration Rights Agreement (Gadzoox Networks Inc), Registration Rights Agreement (Gadzoox Networks Inc)

Assignment of Registration Rights. (a) The Subject to Sections 2.10(b) and (c), the rights to cause the Company shall not assign to register Registrable Securities pursuant to this Agreement Section 2 may be assigned by a Stockholder to a transferee or any rights or obligations hereunder assignee of Registrable Securities (whether by operation of law or otherwisei) without the prior written consent which acquires at least five percent (5%) of the Holders holding a majority transferring Stockholder’s aggregate shares of the Registrable Securities, or (ii) who acquires such Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)in a Permitted Transfer; provided, however, that in any transaction(A) the transferor shall, whether by mergerwithin ten (10) days after such transfer, reorganization, restructuring, consolidation, financing or otherwise, whereby furnish to the Company is a party written notice of the name and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person transferee or assignee and the term “Registrable Securities” securities with respect to which such registration rights are being assigned and (B) such transferee shall agree to be deemed subject to include the securities received or receivable by the Holder all restrictions set forth in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transactionthis Agreement. (b) The Holder may assign or delegate Upon an Event of Default by Alphaeon, all registration rights granted to Alphaeon (in its rightscapacity as the initial Stockholder hereunder) in this Agreement shall immediately and automatically be assigned in full to DI, duties or obligations as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note, with respect to any Registrable Securities possessed by DI, as the collateral agent for the DI Notes, and Longitude, as holder of the Longitude Note, and DI and Longitude shall thereupon be Stockholders under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto In the event all registration rights granted to Alphaeon as the initial Stockholder in this Agreement are immediately and automatically assigned in full to DI, as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note pursuant to Section 2.10(b), DI and Longitude, collectively, thereafter, may assign all or a portion of such party’s rightsregistration rights to up to two (2) transferees (each, duties a “Permitted Transferee” and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received such assignment a “DI/Longitude Transfer”), provided, (i) written notice each such Permitted Transferee acquires at least ten percent (10%) of such assignment and the Registrable Securities, (ii) the applicable transferor shall, within ten (10) days after such transfer, furnish to the Company written agreement notice of the assigneename and address of such Permitted Transferee and the securities with respect to which such registration rights are being assigned, in a form reasonably satisfactory to the Company, and (iii) such Permitted Transferee shall agree to be bound by the terms and provisions of subject to all restrictions set forth in this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 if it were the initial Stockholder hereunder, whereupon each such Permitted Transferee shall be null and voida Stockholder hereunder.

Appears in 2 contracts

Sources: Stockholders Agreement (Evolus, Inc.), Stockholders Agreement (Evolus, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the shares of Non-Voting Stock then outstanding have been converted into Common Stock and all of the Warrants then outstanding have been exercised without regard to any limitations on the conversion of such Non-Voting Shares or exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Non-Voting Shares then outstanding have been converted into Common Stock and all of the Warrants then outstanding have been exercised without regard to any limitations on the conversion of such Non-Voting Shares or exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.075% of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) held by such Investor to such Person; provided, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (Aligos Therapeutics, Inc.), Registration Rights Agreement (Aligos Therapeutics, Inc.)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee of Registrable Securities that is: (a) The Company shall not assign this Agreement the estate of such Holder, or the spouse, siblings or lineal descendants of such Holder, or such Holder's spouse's siblings or lineal descendants or trusts for the benefit of any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding foregoing; (b) a majority stockholder, partner, retired partner who retires after the date hereof, limited partner, retired limited partner who retires after the date hereof, member, or retired member who retires after the date hereof of such Holder; (c) a corporation, partnership, limited liability company, joint venture, trust or individual who or which, directly or indirectly through one or more intermediaries, is controlled by or under common control with such Holder or which controls, directly or indirectly through one or more intermediaries, such Holder; (d) a trust for the benefit of, or partnership, corporation, limited liability company or other entity owned or controlled by, any of the Registrable Securities then outstanding foregoing; or (determined as if all e) any other transferee of the Warrants then outstanding have been exercised without regard to any limitations on the exercise all, but not less than all, of such Warrants)Holder's Registrable Securities; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such assignment transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to become a party to and be subject to all restrictions set forth in this Agreement. For purposes of this Section 2.8, the written agreement terms "control", "controlled" and "common control with" mean the ability, whether by the direct or indirect ownership of voting securities or other equity interest, by contract or otherwise, to elect a majority of the assignee, in directors of a form reasonably satisfactory to the Companycorporation, to select the managing or general partner of a partnership or limited partnership, respectively, or otherwise to select a majority of those persons exercising governing authority over an entity. Notwithstanding the foregoing and for the avoidance of doubt, a pledge, collateral assignment or other similar arrangement shall not be bound by restricted under this Agreement in any manner and neither the terms and Holder nor the secured party (or creditor) party to such pledge, collateral assignment or other similar arrangement shall be required to comply with the provisions of this Agreement (which may be accomplished by an addendum the immediately preceding proviso in the absence of a foreclosure or certificate other realization of joinder collateral with respect to this Agreement). Any transfer such pledge, collateral assignment or assignment made other than as provided in this Section 7 shall be null and voidsimilar arrangement.

Appears in 2 contracts

Sources: Registration Rights Agreement (Andrew Corp), Registration Rights Agreement (Andrew Corp)

Assignment of Registration Rights. (a) The Company shall not assign this 9.1 This Agreement or any rights or and the rights, duties and obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority Company hereunder may not be assigned or delegated by the Company in whole or in part, other than to any successor of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transactionCompany, whether by merger, reorganizationacquisition, restructuring, consolidation, financing reorganization or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations . 9.2 In respect of the Company hereunderInvestment Shares, prior to the expiration of the lock-up period in the Lock-Up Agreement, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder Investor may not assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Investment Shares by the Investor to any Person a Permitted Transferee (as defined in the Lock-Up Agreement) pursuant to whom it transfers not fewer than 5.0% the Lock-Up Agreement, but only if such Permitted Transferee assumes the Investor’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form or substance reasonably acceptable to the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed Company agreeing to become be bound by the terms and provisions conditions of this Agreement in accordance herewithas if such person were a party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Investor with respected to the transferred Registrable Securities. 9.3 In respect of the Warrant Shares, the Investor shall have the right, exercisable on three occasions, to assign or delegate rights, duties or obligations under this Agreement with respect to the Warrant Shares in connection with a transfer of Warrants by the Investor to up to three third parties (c) each a “Permitted Warrant Transferee”), but only if such Permitted Warrant Transferee assumes the Investor’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form or substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Investor with respected to the Warrant Shares issuable upon exercise of the transferred Warrants. 9.4 This Agreement shall and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Investor, which shall include Permitted Transferees and the Permitted Warrant Transferee. 9.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 9 hereof. 9.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 11.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 9 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (Vertical Aerospace Ltd.), Investment Agreement (Vertical Aerospace Ltd.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Debentures, the Warrants or the 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 after such assignment, (ii) the Company is furnished with written notice of (a) The 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) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) 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 not assign have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the Debentures or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transaction contemplated hereby may be assigned, without the prior written further consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor's margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage accounts.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Icc Technologies Inc), Securities Purchase Agreement (Knickerbocker L L Co Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Required Investors shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% 100,000 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) Registrable Securities (including Registrable Securities issuable upon exercise of the Registrable Securities it then holdsPre-Funded Warrants or upon exercise of the Strategic Advisor Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms provisions contained herein. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the parties. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (180 Life Sciences Corp.), Registration Rights Agreement (180 Life Sciences Corp.)

Assignment of Registration Rights. Seller may assign its rights to cause the Company to register Shares pursuant to this Agreement only to (a) The Company shall not assign this Agreement a transferee that, after such assignment or transfer, is to hold at least 500,000 (five hundred thousand) Registrable Shares (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations); (b) with respect solely to the assignment of rights and obligations in connection with Shelf Registrations pursuant to Section 4 above or associated therewith, to an assignee who, immediately following such assignment, also holds either at least 20,000 (twenty thousand) Registrable Shares, or other securities convertible into at least 20,000 such Registrable Shares; or (c) any affiliate of either Priortech or Chroma, or any rights party who acquires ownership or obligations hereunder (whether by operation control of law Priortech or otherwise) without the prior written consent Chroma through a merger, consolidation, sale of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)or substantial assets or similar business combination; all provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby that: (i) no such rights may be assigned until the Company is a party and in which given written notice by the Registrable Securities are converted into transferor at the equity securities of another Person, from and after the effective time of such transactionassignment stating the name and address of such transferee, and the securities with respect to which such Person registration rights are being assigned, and that any such transferee shall receive such assigned rights subject to all the terms and conditions of this Agreement (excepting, with respect only to assignments pursuant to clause (b) above, those terms and conditions contained in Sections 2 and 3 above and Section 12 below), including without limitation the provisions of this Section 11; (ii) transferee shall, as promptly as practicable and within at least 14 (fourteen) days after such transfer, furnish the Company with the transferee’s written agreement to be bound by virtue of this Agreement; and (iii) no such transaction, be deemed to have assumed assignment or assignments shall increase the obligations of the Company hereunder. At the request of Priortech or Chroma, the term “Company” Company shall be deemed to refer to such Person and enter into a separate registration rights agreement with a permitted transferee of Registrable Shares on substantially the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under terms of this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holdsmutatis mutandis, provided that such Registrable Securities remain Registrable Securities following such transfer separate agreement does not increase the obligations of the Company (in the discretion of the Company’s Audit Committee) and such Person agreed to become bound is approved by the terms Company’s Audit Committee and provisions Board of this Agreement in accordance herewithDirectors. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 2 contracts

Sources: Share Purchase Agreement (Camtek LTD), Share Purchase Agreement (Camtek LTD)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Required Investors shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% 1,750,000 (subject to appropriate adjustment in the event of the any stock dividend, stock split, combination or other similar recapitalization) Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (Equillium, Inc.), Registration Rights Agreement (Equillium, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Required Investors shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% the total number of Warrants purchased hereunder (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (ProMIS Neurosciences Inc.), Registration Rights Agreement (ProMIS Neurosciences Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) held by such Investor to such Person; provided, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto and the provisions of the Purchase Agreement or the Exchange Agreement, as applicable, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (Oncology Institute, Inc.), Registration Rights Agreement (Oncology Institute, Inc.)

Assignment of Registration Rights. (a25.1 Pursuant to Section 8.02(b)(ii) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority Registration Rights, Coordination and Put Option Agreement, dated as of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); providedAugust 23, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall2021, by virtue of such transactionand among Seller, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person Buyer and the term “Registrable Securities” shall be deemed other parties thereto (the Registration Rights Agreement), subject to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect and effective as at Completion, Seller hereby assign to such transaction. (b) The Holder may assign or delegate Buyer its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate under Articles II through IV of the Company unless Registration Rights Agreement (other than the GSW Priority Offering Right, as defined in the Registration Rights Agreement) in respect of the Class A Shares and until the Company shall have received Class C Shares underlying the Depositary Receipts that the Seller has agreed to sell and the Purchaser has agreed to purchase pursuant to (i) written notice of such assignment and this Agreement, (ii) the written sale and purchase agreement of dated February 11, 2022 between the assignee, parties in a form reasonably satisfactory relation to the Companysale and purchase of 18,000,000 ReNew Class A Depositary Receipts and 3,400,000 ReNew Class C Depositary Receipts and (iii) the sale and purchase agreement dated February 16, 2022 between the parties in relation to the sale and purchase of 9,100,000 ReNew Class C Depositary Receipts (collectively, Assigned Shares). B▇▇▇▇ hereby agrees to such assignment and to be bound by the terms and provisions of the Registration Rights Agreement in respect of the Assigned Shares. Following the Completion, Seller and B▇▇▇▇ shall provide written notice of the assignment contemplated in this Clause 25.1 to the Company and the other parties to the Registration Rights Agreement. Notwithstanding the forgoing, Seller shall retain all rights under and in connection with the Registration Rights Agreement in respect of shares and depositary receipts not referred to in (i), (ii) and (iii) above and/or shares and depositary receipts in which it is interested immediately following Completion. 1. Prior to the date that is eight Business Days following the date of this Agreement, the Seller will: (a) courier with a reputable tracked delivery service to CPU at Computershare, 4▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or deliver in person to CPU at Computershare 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ the following documents: (i) the original completed depositary receipt transfer forms in the form provided by CPU (Transfer Forms) instructing CPU to transfer the Depositary Receipts to the Buyer; (ii) the original certificates representing the ReNew Class A Depositary Receipts and ReNew Class C Depositary Receipts held by the Seller at the date of this Agreement; and (iii) a certificate of incumbency dated within 180 days of the date of this Agreement showing the person signing the Transfer Forms is authorised to transact on behalf of the Seller; and (b) notify the Company to instruct CPU to carry over to the Buyer the restrictions to which the Depositary Receipts are subject. 2. Prior to the date that is seven Business Days following the date of this Agreement, the Seller will deliver to the Buyer: (i) Form 15CB; and (ii) the relevant information required from the Seller for completing Form 15CA under the IT Act. On the Completion Date, the Buyer shall pay, or procure payment, to the Seller’s Bank Account of an amount equal to the Consideration. 1. The Seller has been duly incorporated and is validly existing as a corporation under the laws of the place of its incorporation. 2. The Seller has the requisite capacity, power and authority and has taken all necessary corporate and other actions to authorise the execution, delivery and performance of this Agreement. 3. This Agreement has been duly executed and delivered by the duly authorised representatives of the Seller, and constitutes a legal, valid, binding agreement, enforceable against the Seller in accordance with its terms. 4. The execution, delivery and performance of this Agreement by the Seller does not contravene, result in a breach or violation of, or constitute a default under: (a) the constitutional documents of the Seller; (b) any agreement or contract to which the Seller is a party or by which it is bound; or (c) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Seller. 5. All consents, orders and approvals, if any, of any regulatory or governmental authority or agency having jurisdiction over the Seller or the transactions contemplated by this Agreement required to be obtained for the execution, delivery and performance of this Agreement by the Seller have been obtained and are in full force and effect. 6. The Seller is the sole legal and beneficial owner of the Depositary Receipts and has the full right, power and authority to sell and transfer the full legal and beneficial interest in the Depositary Receipts to the Buyer. 7. The Depositary Receipts are free from any Encumbrances and no person will be entitled to any Encumbrance in relation to any of the Depositary Receipts, subject in each case, to securities law, the terms of the Deposit Agreement and the Registration Rights Agreement. The Seller has not granted to any person an Encumbrance in relation to any of the Class A Shares or the Class C Shares. 8. The Depositary Receipts have not been offered for sale by any form of “general solicitation” or “general advertising” (within the meaning of Regulation D under the Securities Act) or by any form of “directed selling efforts” (within the meaning of Regulation S under the Securities Act) and the Seller’s sale of such Depositary Receipts is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9. The Seller acknowledges that (a) the A Depositary Receipts are receipts in respect of Class A Shares which are of the same class as securities admitted to listing on Nasdaq (the Exchange) and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the Exchange and the laws of the United States (together with the information on its website and its press releases and announcements, the Public Information), and that the Seller has had access to such information without undue difficulty and has made such investigation with respect to the Company and the Depositary Receipts, as it deems necessary to make its divestment decision; (b) the Seller has made its own assessment and has satisfied itself concerning the tax, legal, regulatory and financial considerations relevant to its divestment of the Depositary Receipts; (c) the Seller has had a full opportunity to ask questions of and receive answers from the Buyer or any person or persons acting on behalf of the Buyer concerning the terms and conditions of a divestment of the Depositary Receipts; (d) the Seller has made its divestment decision based upon Public Information and its own review, judgment and analysis and not upon any view expressed or information provided by or on behalf of the Buyer or any of its Affiliates, (e) the Seller has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Depositary Receipts to the Buyer; (f) the Seller has not relied and will not rely on the Buyer, any of its Affiliates, or any of its control persons, officers, directors or employees in connection with its analysis or decision to sell the Depositary Receipts (including on any statement, representation or warranty made by any such person except for, in respect of the Buyer, the warranties given by the Buyer expressly set forth in Schedule 4 of this Agreement (and, with respect to such warranties, subject to any limitations included in this Agreement)), or on any investigation that the Buyer or any of its Affiliates, may have conducted with respect to the Company or the Depositary Receipts, (g) except for the warranties given by the Buyer expressly set forth in Schedule 4 of this Agreement (and, with respect to such warranties, subject to any limitations included in this Agreement), none of the Buyer, any of its Affiliates, or any of its control persons, officers, directors or employees, has made any representation, warranty or recommendation (written or oral), express or implied, with respect to the Company or the Depositary Receipts or the accuracy, adequacy or completeness of any publicly available information, including (without limitation) the Public Information, and neither the Buyer nor any of its Affiliates, accepts or has any responsibility or liability for any of such information; and (h) neither the Buyer nor any of its Affiliates have ultimate authority over any such information, including without limitation any control over its content or whether or how it was or is communicated. 10. The Seller acknowledges that it and its Affiliates are subject to applicable anti-bribery and anti-corruption laws, rules, and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, as amended, the United Kingdom Bribery Act, as amended (collectively, the Anti-Bribery Laws) and applicable anti-money laundering laws, rules, and regulations, including, without limitation, all applicable jurisdiction and U.S. anti-money laundering laws, the rule and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the Money Laundering Laws) and, consistent with these applicable laws, has established and maintains adequate policies, procedures and internal controls reasonably designed to ensure compliance with applicable Anti-Bribery Laws and Anti-Money Laundering Laws. 11. Neither the Seller nor, to the knowledge of the Seller, any director, officer, agent or employee of the Seller is, (a) a person currently the subject of any Sanctions, or (b) located, organised or resident in the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Crimea, Cuba, Iran, North Korea or Syria (each being a country or territory that is the subject of Sanctions). 12. No litigation, arbitration or administrative proceedings before any court, arbitration tribunal or competent authority are current or pending or threatened against the Seller which, if adversely determined, might materially affect the execution and performance of the Seller’s obligations under this Agreement. 13. No person is entitled to any brokerage, finder’s, financial adviser or other similar fee or commission in connection with the transactions contemplated by this Agreement on behalf of the Seller, except to the extent that such fees or commissions are payable by the Seller. 14. The Seller has not received any notice in connection with any proceedings or demands which may be accomplished by an addendum pending or, to the knowledge of the Seller, threatened against the Seller under the IT Act that will result in, or certificate would reasonably be expected to result in, the transfer of joinder Depositary Receipts pursuant to this Agreement being adversely impacted or declared void as per Section 281 of the IT Act. 15. In terms of the Indian Income Tax Act, 1961 (IT Act), the cost of acquisition of the Depositary Receipts is higher than the Consideration and no tax arises on the Seller under the IT Act and consequently no obligation to withhold tax by the Buyer on the sale of the Depositary Receipts under this Agreement. 1. The Buyer has been duly incorporated and is validly existing as a corporation under the laws of the place of its incorporation. 2. The Buyer has the requisite capacity, power and authority and has taken all necessary corporate and other actions to authorise the execution, delivery and performance of this Agreement. 3. This Agreement has been duly executed and delivered by the duly authorised representatives of the Buyer, and constitutes a legal, valid, binding agreement, enforceable against the Buyer in accordance with its terms. 4. The execution, delivery and performance of this Agreement by the Buyer does not contravene, result in a breach or violation of, or constitute a default under: (a) the constitutional documents of the Buyer; (b) any agreement or contract to which the Buyer is a party or by which it is bound; or (c) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Buyer or to which the Buyer submits. 5. All consents, orders and approvals, if any, of any regulatory or governmental authority or agency having jurisdiction over the Buyer or the transactions contemplated by this Agreement required to be obtained for the execution, delivery and performance of this Agreement by the Buyer have been obtained and are in full force and effect. 6. No person is entitled to any brokerage, finder’s, financial adviser or other similar fee or commission in connection with the transactions contemplated by this Agreement on behalf of the Buyer, except to the extent that such fees or commissions are payable by the Buyer. 7. The Buyer is either (a) not a U.S. person and is not resident or physically present in the United States (as such terms are defined in Regulation S under the Securities Act) or (b) a QIB and an “Institutional Account” as defined in FINRA Rule 4512(c). Any transfer Further, if the Buyer is acquiring the Depositary Receipts as a fiduciary or assignment made agent for one or more investor accounts, each such account is either (a) not a U.S. person and is not resident or physically present in the United States or (b) a QIB and an “Institutional Account” as defined in FINRA Rule 4512(c), the Buyer has investment discretion with respect to each such account and has the power and authority to make (and do make) the representations, warranties, agreements, undertakings, confirmations and acknowledgments herein on behalf of each such account, including without limitation purchasing the Depositary Receipts. 8. The Depositary Receipts will be acquired for the Buyer’s own account (or the account of a non-U.S. person or a QIB as to which the Buyer has full investment discretion) for investment purposes, not as a nominee or agent (other than for a non-U.S. person or a QIB as provided to which the Buyer has full investment discretion), and (subject to the disposition of the Buyer’s property being at all times within the Buyer’s control) not with a view to or in this Section 7 shall connection with the sale or distribution of any part thereof, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. (a) The Buyer is an institution which has such knowledge and experience in financial and business matters and in buying equity securities such that the Buyer is capable of evaluating the merits and risks of its investment in the Depositary Receipts; (b) the Buyer and any accounts for which it is acting are each able to bear the economic risk of such investment, and are able to sustain a complete loss of its investment in the Depositary Receipts; and (c) the Buyer acknowledges (for itself and for any account for which it is acting) that neither the Seller nor any of its Affiliates is making any recommendations to the Buyer or advising the Buyer regarding the suitability of buying the Depositary Receipts. 10. The Buyer acknowledges (for itself and for and any account for which it is acting) that the Depositary Receipts, any securities issued in respect of or exchanged for the Depositary Receipts and any securities which such Depositary Receipts represent, will be null and voidnotated with the following legends: (a) “THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN SHAREHOLDERS’ AGREEMENT OF RENEW ENERGY GLOBAL PLC, DATED AS OF AUGUST 23, 2021, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Depositary R

Appears in 2 contracts

Sources: Agreement for the Sale and Purchase of Depositary Receipts (Goldman Sachs Group Inc), Agreement for the Sale and Purchase of Depositary Receipts (Canada Pension Plan Investment Board)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee acquiring at least 100,000 Shares of a Holder’s Registrable Securities (as adjusted for any stock splits, subdivisions, stock dividends, changes, combinations or the like); provided that (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which must receive written notice prior to the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transactionsaid transfer, such Person shall, by virtue stating the name and address of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person said transferee or assignee and the term “Registrable Securities” shall be deemed to include identifying the securities received or receivable by the Holder in connection with respect to which such transaction unless such securities rights are otherwise freely tradable by the Holder after giving effect to such transaction. being assigned, (b) The Holder may assign the transferee or delegate its rights, duties or obligations under this Agreementassignee of such rights must not be a person deemed by the Board, in whole or in partits reasonable judgment, to any Person to whom it transfers not fewer than 5.0% be a competitor or potential competitor of the Registrable Securities it then holdsCompany, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon transferee or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, assignee must agree to be bound by the terms and provisions of this Agreement Agreement. Notwithstanding the limitation set forth in the foregoing sentence respecting the minimum number of shares which must be transferred, any Holder that (which i) is a partnership, limited liability company or corporation may transfer such Holder’s registration rights to (A) entities affiliated directly or indirectly with such partnership or its manager, limited liability company or corporation, (B) any partner (or retired partner or incoming partner), member (or retired member) or stockholder of such partnership, limited liability company or corporation, (C) the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, (D) the estate of any such partner (or retired partner), member (or retired member) or stockholder and (E) any custodian or trustee for the benefit of any such partner (or retired partner), member (or retired member) or stockholder or the spouse, siblings, lineal descendants or ancestors of any such partner (or retired partner), member (or retired member) or stockholder, as the case may be accomplished by an addendum or certificate (ii) holds shares in its capacity as trustee, manager or custodian of joinder a trust, may transfer such Holder’s registration rights pursuant to this Agreement). Any transfer Agreement to a replacement trustee, manager or assignment made other than as provided in this Section 7 shall be null and voidcustodian of the relevant trust.

Appears in 2 contracts

Sources: Investor Rights Agreement (Roka BioScience, Inc.), Investor Rights Agreement (Roka BioScience, Inc.)

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 200,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) The the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.15 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act, (d) the CSK Entities on Schedule A shall be treated as a single Investor, all of which together, subject to the 200,000 share requirement, shall be deemed a "Major Investor" and such 200,000 share minimum shall not assign this Agreement or any rights or obligations hereunder (whether by operation apply to transfers of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding among the entities indicated as CSK Entities on Schedule A or their affiliates, (determined e) Technology Crossover Ventures II. L.P. and its affiliated funds indicated on Schedule A hereto shall be treated as if a single Investor, all of which together shall, subject to the Warrants then outstanding 200,000 share requirement, be deemed a "Major Investor" and (f) Cox Technology Investments, Inc., ▇▇▇ Enterprises, Inc. and its affiliates (collectively, "Cox") shall be treated as a single investor, all of which together shall, subject to the 200,000 shares requirement, be deemed a "Major Investor" and Cox shall have been exercised without regard the right to assign its registrations rights hereunder to any limitations on the exercise of such Warrants)its affiliates; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party each of Cox and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, affiliates agree to be bound by the terms and provisions conditions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided , including, without limitation the terms and conditions set forth in this Section 7 shall be null and void1.

Appears in 2 contracts

Sources: Merger Agreement (Mpath Interactive Inc/Ca), Merger Agreement (Mpath Interactive Inc/Ca)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person one or more Persons by such Investor to whom it transfers not fewer than 5.0% of the Registrable Securities it then holdssuch Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (Portage Biotech Inc.), Registration Rights Agreement (MEI Pharma, Inc.)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Exhibit may be assigned (but only with all related obligations) by (i) a Holder that is a partnership, to any partner, retired partner or Affiliated fund of such Holder, (ii) a Holder that is a limited liability company, to any member or former member of such Holder, (iii) a Holder who is an individual, to such Holder’s family member or trust for the benefit of such Holder or such Holder’s family member, (iv) a Holder that is a corporation to its shareholders in accordance with their interests in the corporation, (v) a Holder in respect of transfer of all securities held by such Holder, or (vi) to any other Person acquiring at least 100,000 shares (as appropriately adjusted for any share split, dividend, combination or other recapitalization or like transactions) of Registrable Securities; provided (in all cases) (a) The the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior is, within a reasonable time after such transfer, furnished with written consent notice of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise name and address of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing transferee or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person assignee and the term “Registrable Securities” shall be deemed securities with respect to include the securities received or receivable by the Holder in connection with which such transaction unless such securities registration rights are otherwise freely tradable by the Holder after giving effect to such transaction. being assigned; (b) The Holder may assign such transferee or delegate its rights, duties or obligations under this Agreement, assignee agrees in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, writing to be bound by and subject to the terms and provisions conditions of this Agreement; and (c) such assignments shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. US$ , 2018 FOR VALUE RECEIVED, LightInTheBox Holding Co., Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), promises to pay to the order of [NOTE HOLDER] or its assigns (the “Holder”), the principal sum of [US$__________], with interest accrued at a rate of zero, in the event that certain ADSs of the Company as defined under the Share Purchase Agreement entered into among the Company and the Holder and other parties on _____, 2018 (which may be accomplished by an addendum or certificate of joinder the “Agreement”) are issued to the Holder pursuant to the Agreement and this Agreementconvertible promissory note (this “Note”). Any transfer or assignment made other than capitalized but undefined terms used herein shall have the same meaning as provided set forth in this Section 7 shall be null and voidthe Agreement.

Appears in 2 contracts

Sources: Share Purchase Agreement (LightInTheBox Holding Co., Ltd.), Share Purchase Agreement (LightInTheBox Holding Co., Ltd.)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the to register Registrable Securities then outstanding pursuant to this Section 2 may be assigned (determined as if but only with all of the Warrants then outstanding have been exercised without regard related obligations) by a Holder to any limitations on the exercise of such Warrants); provided, however, (i) a Person that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and “Permitted Transferee” (as defined in which the Investment Agreement), or to (ii) any other Person who purchases all Registrable Securities are converted into held by the equity securities of another Person, from Holder and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations is an Affiliate of the Company hereunderor becomes one as a result of such purchase, provided, in each case,: (a) the term “Company” Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be deemed to refer to effective only if immediately following such Person and transfer the term “Registrable Securities” shall be deemed to include the further disposition of such securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by transferee or assignee is restricted under the Holder after giving effect Securities Act. The Company may assign its rights and obligations under this agreement to such transactionany successor entity. (b) The Each Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer of each Holder (and such the shares or securities of every other Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory subject to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided restriction contained in this Section 7 shall be null and void2.12): THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF AUGUST 20, 2020, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

Appears in 2 contracts

Sources: Registration Rights Agreement (Despegar.com, Corp.), Investment Agreement (Despegar.com, Corp.)

Assignment of Registration Rights. (a) The right to cause the Company shall not assign to register Registrable Common Shares pursuant to this Agreement or may be assigned (but only with all related obligations hereunder) by any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent Stockholder holding Registrable Common Shares as of the Holders holding date of this Agreement only in connection with a majority transfer of such Registrable Common Shares to a Person that is (i) an Affiliate of such Stockholder, (ii) if such Stockholder is a natural person, the heir or legal representative of such Stockholder, the executor or administrator of such Stockholder’s estate, or an inter vivos trust for the benefit of such Stockholder or such Stockholder’s spouse or lineal descendants, or (iii) a partner, member or shareholder of such Stockholder, provided that such transfer is effected in accordance with the terms of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise partnership agreement or other organizational document of such Warrants)Stockholder and is made for no consideration; provided, howeverthat, in each case, as a condition to the effectiveness of any such assignment, such Person shall be required to execute a counterpart of this Agreement. Upon such Person’s execution of such counterpart, such Person shall be a Stockholder under this Agreement and shall be entitled to the benefits of, and shall be subject to the restrictions contained in, this Agreement, as amended from time to time, that in are applicable hereunder to the Stockholder from whom such rights hereunder were assigned. From and after the date of any transactionsuch effective assignment, whether by the term “Stockholders” as used herein shall also refer to such Person. (b) In connection with any merger, reorganization, restructuring, consolidation, financing reorganization or otherwise, whereby similar transaction involving the Company (i) in which the Company is a party and not the surviving corporation or entity or (ii) which results in which the Registrable Securities are converted into Company becoming the equity securities wholly-owned subsidiary of another Personcorporation or other entity, from and after effective provisions shall be made in the effective time instruments pursuant to which such transaction shall be consummated so that the surviving corporation (in the case of such transaction, such Person shall, by virtue a transaction of such transaction, be deemed to have assumed the type specified in clause (i)) or the entity which becomes the wholly-owned parent of the Company (in the case of a transaction of the type specified in clause (ii)) shall expressly assume the obligations of the Company hereunderhereunder effective upon the consummation of such transaction. In such event, all references herein to the term “Company” Company shall thereafter be deemed references to refer the assuming entity and all references to such Person and the term “Registrable Securities” Common Stock shall thereafter be deemed references to include the class of equity securities received or receivable by (if any) of the Holder in connection with such transaction unless such securities are otherwise freely tradable by assuming entity issued to all holders of the Holder after giving effect Common Stock as consideration pursuant to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (PAETEC Holding Corp.), Registration Rights Agreement (PAETEC Holding Corp.)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 3 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) The Company shall not assign this is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, (c) is a holder of a Convertible Note who received the Convertible Note under the Convertible Credit Agreement pursuant to the terms thereof or any rights or obligations hereunder is a transferee pursuant to Section 3.1(c)(vi), (whether by operation d) acquires at least 5,500,000 shares of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of adjusted for stock splits and combinations), or (e) is an entity affiliated by common control (or other related entity) with such Warrants); Holder provided, however, that in any transaction(i) the transferor shall, whether by mergerwithin ten (10) days after such transfer, reorganization, restructuring, consolidation, financing or otherwise, whereby furnish to the Company is a party written notice of the name and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transactiontransferee or assignee and the securities with respect to which such registration rights are being assigned, (ii) such Person shall, by virtue transferee shall agree to be subject to all restrictions set forth in this Agreement and (iii) in the event of the assignment of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder rights in connection with an IPO Exempt Transfer, the exercise of any such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment rights by any party hereto of such party’s rights, duties and obligations hereunder Holder shall be binding upon or obligate the Company unless coordinated exclusively by FOD Capital, LLC, a Florida limited liability company (“FOD Capital”), and until the Company shall have received (i) written notice no obligation to register Registrable Securities pursuant to this Section 3 with respect to any Holder pursuant to any request or exercise of rights not coordinated exclusively by FOD Capital and pursuant to which FOD Capital serves as the sole representative of all such assignment and (ii) Holders vis-a-vis the written agreement Company. For the avoidance of doubt, any transferee of the assignee, in a form reasonably satisfactory Convertible Notes will be entitled to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder same rights pursuant to this Agreement). Any transfer or assignment made other than Section 3 as provided in this Section 7 shall be null and voidKLIM.

Appears in 2 contracts

Sources: Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders' Agreement (F45 Training Holdings Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% all of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed P▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 2 contracts

Sources: Registration Rights Agreement (NextTrip, Inc.), Registration Rights Agreement (NextTrip, Inc.)

Assignment of Registration Rights. (a) The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall not assign this Agreement be assignable by each Investor to any transferee of all or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority portion of the Registrable Securities then outstanding if: (determined as 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 after such assignment, (ii) the Company is 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) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) the transferee or assignee agrees in writing with the Company to be bound by all of the Warrants then outstanding provisions contained herein, and (v) such transfer shall have been exercised without regard to any limitations on made in accordance with the exercise applicable requirements of such Warrants)the Securities Purchase Agreement; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which during such time that the Registrable Securities held by an Investor are converted into covered by an effective Registration Statement, the equity securities of another Person, from and after the effective time rights of such transaction, such Person shall, Investor hereunder shall be assignable by virtue the Investor only to a transferee of such transaction, be deemed to have assumed the obligations all or any portion of the Company hereunder, the term “Company” shall Registrable Securities in a transaction that is not eligible to be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable covered by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transactionRegistration Statement. (b) The Holder Notwithstanding anything to the contrary contained in this Agreement or the Securities Purchase Agreement, the Shares may assign or delegate its rightsbe pledged, duties or obligations and all rights of the Investors under this AgreementAgreement or any other agreement or document related to the transaction contemplated hereby may be assigned, in whole or in part, to any Person to whom it transfers not fewer than 5.0% without further consent of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound a bona fide pledgee in connection with an Investor's margin or brokerage accounts, provided, however, that any further assignment of the rights under this Agreement by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 pledgee shall be null and voidsubject to the terms of Section 8(a) to the same extent applicable to the Investor.

Appears in 1 contract

Sources: Common Stock Registration Rights Agreement (Mindarrow Systems Inc)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee of Registrable Securities that is: (a) The the estate of such Holder, or the spouse, siblings or lineal descendants of such Holder, or such Holder's spouse's siblings or lineal descendants or trusts for the benefit of any of the foregoing; (b) a stockholder, partner, retired partner who retires after the date hereof, limited partner, retired limited partner who retires after the date hereof, member, or retired member who retires after the date hereof of such Holder; (c) a corporation, partnership, limited liability company, joint venture, trust or individual who or which, directly or indirectly through one or more intermediaries, is controlled by or under common control with such Holder or which controls, directly or indirectly through one or more intermediaries, such Holder; (d) a trust for the benefit of, or partnership, corporation, limited liability company or other entity owned or controlled by, any of the foregoing; or (e) any other transferee of all, but not less than all, of such Holder's Registrable Securities; PROVIDED, HOWEVER, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall not assign agree to become a party to and be subject to all restrictions set forth in this Agreement or any rights or obligations hereunder (Agreement. For purposes of this Section 2.8, the terms "CONTROL", "CONTROLLED" and "COMMON CONTROL WITH" mean the ability, whether by operation the direct or indirect ownership of law voting securities or other equity interest, by contract or otherwise) without the prior written consent of the Holders holding , to elect a majority of the Registrable Securities then outstanding (determined as if all directors of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in partcorporation, to any Person select the managing or general partner of a partnership or limited partnership, respectively, or otherwise to whom it transfers select a majority of those persons exercising governing authority over an entity. Notwithstanding the foregoing and for the avoidance of doubt, a pledge, collateral assignment or other similar arrangement shall not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of be restricted under this Agreement in accordance herewith. any manner and neither the Holder nor the secured party (cor creditor) No party to such pledge, collateral assignment by any party hereto of such party’s rights, duties and obligations hereunder or other similar arrangement shall be binding upon or obligate required to comply with the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement provisions of the assigneeimmediately preceding proviso in the absence of a foreclosure or other realization of collateral with respect to such pledge, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum collateral assignment or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidsimilar arrangement.

Appears in 1 contract

Sources: Registration Rights Agreement (Andrew Corp)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% of the [_____] Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement

Assignment of Registration Rights. Any of the rights of Holder hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, may be assigned by each Holder to any transferee of all or any portion of the Warrant or the Registrable Securities, provided that (x) the Piggyback Registration Right set forth under paragraph (a) The Company shall not assign this Agreement or above may be assigned by the Holder only to any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent transferee of the Holders holding Warrant or the Registrable Securities that acquires a majority portion of the Warrant representing the right to acquire at least 50,000 shares of the Warrant Shares, or, in the case of the Registrable Securities then outstanding (determined as if all Securities, at least 50,000 shares of the Warrants then outstanding have been exercised without regard Warrant Shares, in each case as may be adjusted from time to any limitations on time pursuant to Appendix B, and (y) the exercise S-3 Registration Right set forth under paragraph (b) above may not be assigned by the Holder except to a transferee of the Warrant or the Registrable Securities that is an affiliate (within the meaning of Rule 501 under the Securities Act) of the Holder, provided, further, that, in each case: (i) the Holder agrees in writing with the transferee or assignee to assign such Registration Rights, and a copy of such Warrants); providedagreement is furnished to the Company after such assignment, however(ii) prior to such assignment, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party furnished with written notice of (A) the name and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transactiontransferee or assignee, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include (B) the securities received with respect to which such registration rights are being transferred or receivable assigned, and a written acknowledgment by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign transferee or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided assignee that such Registrable Securities remain Registrable Securities registration rights are subject to the terms and conditions hereof, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (iv) such Person agreed transfer shall have been made in accordance with the applicable requirements of the Warrant. The transferee, by acceptance of the transfer of any registration rights hereunder, acknowledges that it takes such rights subject to become bound by the terms and provisions conditions hereof. Upon any transfer of this Agreement in accordance herewithless than all of its Registrable Securities, the Holder retains registration rights with respect to Registrable Securities held by it. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Warrant Agreement (Kana Software Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.050% of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) held by the Investor at the time of such transfer to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Day One Biopharmaceuticals, Inc.)

Assignment of Registration Rights. (a) The right to cause the Company shall not assign to register Registrable Common Shares pursuant to this Agreement or may be assigned (but only with all related obligations hereunder) by any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent Stockholder holding Registrable Common Shares as of the Holders holding date of this Agreement only in connection with a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise transfer of such Warrants)Registrable Common Shares to a Person that is an Affiliate of such Stockholder and that is not a natural Person; provided, howeverthat, in each case, as a condition to the effectiveness of any such assignment, such Person shall be required to execute a counterpart of this Agreement. Upon such Person’s execution of such counterpart, such Person shall be a Stockholder under this Agreement and shall be entitled to the benefits of, and shall be subject to the restrictions contained in, this Agreement, as amended from time to time, that in are applicable hereunder to the Stockholder from whom such rights hereunder were assigned. From and after the date of any transactionsuch effective assignment, whether by the term “Stockholders” as used herein shall also refer to such Person. (b) In connection with any merger, reorganization, restructuring, consolidation, financing reorganization or otherwise, whereby similar transaction involving the Company (i) in which the Company is a party and not the surviving corporation or entity or (ii) which results in which the Registrable Securities are converted into Company becoming the equity securities wholly-owned subsidiary of another Personcorporation or other entity, from and after effective provisions shall be made in the effective time instruments pursuant to which such transaction shall be consummated so that the surviving corporation (in the case of such transaction, such Person shall, by virtue a transaction of such transaction, be deemed to have assumed the type specified in clause (i)) or the entity which becomes the wholly-owned parent of the Company (in the case of a transaction of the type specified in clause (ii)) shall expressly assume the obligations of the Company hereunderhereunder effective upon the consummation of such transaction. In such event, all references herein to the term “Company” Company shall thereafter be deemed references to refer the assuming entity and all references to such Person and the term “Registrable Securities” Common Stock shall thereafter be deemed references to include the class of equity securities received or receivable by (if any) of the Holder in connection with such transaction unless such securities are otherwise freely tradable by assuming entity issued to all holders of the Holder after giving effect Common Stock as consideration pursuant to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (PAETEC Holding Corp.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of amounts outstanding under the Warrants then outstanding Note have been exercised without regard to any limitations on the exercise of such Warrantsconverted); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all amounts outstanding under the Note have been converted) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.010% of the Registrable Securities it then holds(including Registrable Securities issuable upon Conversion of the Note) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed P▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (AtlasClear Holdings, Inc.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be assignable by each Investor to any permitted transferee of the Registrable Securities (i) in the case of an assignment of all Registrable Securities held by such Investor without the consent of the Company and (ii) in the case of an assignment of less than all Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if: (a) The 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 after such assignment, (b) the Company is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the securities with respect to which such registration rights are being transferred or assigned, (c) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (d) the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and applicable provisions of the Securities Purchase Agreement relating to the transfer of any Securities, and (e) such transfer shall not assign have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this Agreement or the Securities Purchase Agreement, the Shares may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transaction contemplated hereby may be assigned, without the prior written further consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor's margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage accounts.

Appears in 1 contract

Sources: Securities Purchase Agreement (Gadzoox Networks Inc)

Assignment of Registration Rights. (a) The Company shall not assign rights to cause 8x8 to register Registrable Securities pursuant to this Agreement may not be assigned by RS to any person or entity; provided, however, that RS may assign the rights to cause 8x8 to register Registrable Securities pursuant to this Agreement to any rights or obligations hereunder affiliates and up to two (whether 2) non- affiliates. Amendment of Registration Rights. This Agreement may be amended by operation the holders of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all and 8x8 at any time by execution of an instrument in writing signed on behalf of each of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of parties. Termination. The registration rights set forth in this Agreement shall terminate at such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% as all of the Registrable Securities it then holdsheld by RS can be sold by RS in a single 3-month period in accordance with Rule 144 under the Securities Act. Grant of Additional Registration Rights. RS acknowledges that 8x8 may grant registration rights to any other person or entity with respect to their shares of 8x8 on terms which may be materially different than the terms of this Agreement. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon delivery to the party to be notified in person or by courier service or five days after deposit with the United States mail, provided that such Registrable Securities remain Registrable Securities following such transfer postage prepaid, addressed (a) if to RS, at RS's addresses as set forth in the securities register of 8x8 as the case may be or (b) if to 8x8 at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive Officer. Governing Law; Interpretation. This Agreement shall be construed in accordance and such Person agreed to become bound governed for all purposes by the terms and provisions laws of the State of California regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Severability; Survival. If any portion of this Agreement in accordance herewith. (c) No assignment is held by a court of competent jurisdiction to conflict with any party hereto of such party’s rightsfederal, duties and obligations hereunder shall be binding upon state or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assigneelocal law, in a form reasonably satisfactory to the Company, or to be bound by the terms and provisions otherwise invalid or unenforceable, such portion of this Agreement (which shall be of no force or effect, and this Agreement shall otherwise remain in full force and effect and be construed as if such portion had not been included in this Agreement. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties and supersedes all prior discussions, agreement and understandings relating to the subject matter hereof. Counterparts. This Agreement may be accomplished by an addendum executed in one or certificate more counterparts, all of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 which shall be null considered one and voidthe same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

Appears in 1 contract

Sources: Registration Rights Agreement (8x8 Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% of the 500,000 Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants), with such number to be adjusted for any stock split or reverse stock split, by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement (to the extent such transfer Investor is a party thereto) or the License Agreement (to the extent such Investor is a party thereto), as applicable, and provides written notice of assignment to the Company promptly after such assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Vor Biopharma Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation Pursuant to the provisions of law or otherwiseSection 13(e) without the prior written consent of the Holders holding a majority Registration Rights Agreement, (i) Seller hereby assigns to Purchaser one "demand" registration right under Section 2(a) of the Registrable Securities then outstanding Registration Rights Agreement with respect to the Purchased Units and (determined as if all ii) Seller hereby agrees that, upon request of Purchaser, Seller and its Affiliates holding Shell Common Units shall join with Purchaser to the extent necessary such that Purchaser, Seller and its Affiliates, collectively, shall constitute "Required Unitholders" when making a request pursuant to Section 2(a) of the Warrants then outstanding have been exercised without regard Registration Rights Agreement for Enterprise to any limitations on effect registration under the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations Act of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transactionPurchased Units. (b) The Holder may assign or delegate its rightsregistration right assigned to Purchaser pursuant to this Section 1 shall be exercised, duties or obligations under this Agreementif at all, solely in whole or in part, to any Person to whom it transfers not fewer than 5.0% the discretion of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewithPurchaser. (c) No The registration right assigned to Purchaser pursuant to this Section 1 shall terminate and the assignment by any party hereto of such party’s rights, duties rights herein be null and obligations hereunder shall be binding upon void if on or obligate before the Company unless and until date that is 150 days after the Company shall have received First Closing Date (as defined in the Unit Purchase Agreement): (i) written notice all of the Purchased Units then held by Purchaser shall have been included in an effective registration statement filed by Enterprise with the Commission on a form suitable for the public resale of such assignment Purchased Units and naming Purchaser as a "Selling Unitholder" therein, and Enterprise is obligated under the Registration Rights Agreement or has otherwise agreed in writing to maintain the effectiveness of such registration statement for a period of time expiring not earlier than the date that is one (1) year from the First Closing Date (as defined in the Unit Purchase Agreement); (ii) Seller shall have requested Enterprise to effect the written agreement registration under the Securities Act of all of the assigneePurchased Units pursuant to Section 2(a) of the Registration Rights Agreement, along with such number of Shell Common Units as Seller may request, and Enterprise is obligated under the Registration Rights Agreement or has otherwise agreed in writing to maintain the effectiveness of such registration statement for a form reasonably satisfactory period of time expiring not earlier than the date that is one (1) year from the First Closing Date; or (iii) all of the Purchased Units shall have been exchanged for Registered Common Units pursuant to Section 2.09 of the Company, Unit Purchase Agreement. (d) The registration right assigned to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder Purchaser pursuant to this Agreement). Any transfer or Section 1 shall terminate and the assignment made other than as provided in this Section 7 shall of rights herein be null and voidvoid from and after the first date that the Purchased Units may be sold by Purchaser under subsection (k) of Rule 144 or otherwise may be sold by Purchaser under Rule 144 without limitation as to any of timing, volume or manner of sale.

Appears in 1 contract

Sources: Registration Rights Assignment Agreement (Shell Us Gas & Power LLC)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the to register Registrable Securities then outstanding pursuant to this Section 1 may be assigned by any Series A Investor to a permitted transferee pursuant to this Section 1.13 and by such transferee to a subsequent permitted transferee, but only if such rights are transferred (determined as if all of the Warrants then outstanding have been exercised without regard i) to any limitations on the exercise an Affiliate, subsidiary, partner, member or stockholder of such Warrants); Holder or transferee or an account managed or advised by the manager or adviser of such Holder or transferee, (ii) by gift or bequest or through inheritance to, or for the benefit of, any member or members of such Holder’s Immediate Family or to a trust for the benefit of any member or members of such Holder’s Immediate Family, (iii) to a trust in respect of which such Holder serves as trustee, provided, however, that in any transactionthe trust instrument governing such trust shall provide that such Holder, whether by mergeras trustee, reorganizationshall retain sole and exclusive control over the voting and disposition of such rights until the termination of this Agreement, restructuringor (iv) to a limited partnership or limited liability company, consolidation, financing all partners or otherwise, whereby members of which are members of such Holder’s Immediate Family. The rights to cause the Company is a party and in which the to register Registrable Securities are converted into pursuant to this Section 1 may be assigned by any Warrant Investor only in accordance with the equity securities provisions set forth in Section 5 of another Personthe Warrant Agreement with respect to transfers of the ABRY Warrants and the shares of Common Stock underlying the ABRY Warrants. Notwithstanding anything to the contrary contained herein, from and after no transfers may be made pursuant to this Section 1.13 to a person or entity reasonably determined by written resolution of the effective time Board of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations Directors of the Company hereunder, to be a competitor of the term “Company. Any transferee to whom rights under this Agreement are transferred shall be deemed to refer (A) as a condition to such Person and the term “Registrable Securities” shall be deemed transfer, promptly deliver to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) a written notice of instrument by which such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, transferee agrees to be bound by the terms and provisions of obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement and (which may B) be accomplished by an addendum or certificate of joinder deemed to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voida Holder hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (Navtech Inc)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Preferred Stock or the Registrable Securities if: (a) The such transferee or assignee is a Qualifying Transferee (as defined below), (b) 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 after such assignment, (c) the Company is furnished with written notice of (i) the name and address of such transferee or assignee, and (ii) the securities with respect to which such registration rights are being transferred or assigned, (d) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (e) the transferee or assignee agrees in writing for the benefit of the Company to be bound by all of the provisions contained herein, and (f) such transfer shall not assign have been made in accordance with applicable law and the applicable requirements of the Securities Purchase Agreement and the Certificate of Designation, as applicable. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement or the Certificate of Designation, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investor under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transactions contemplated hereby may be assigned, without the prior written further consent of the Holders holding Company, to a majority bona fide pledgee in connection with an Investor’s margin or brokerage account. For purposes of this Section 10, the term “Qualifying Transferee” means, with respect to any Investor, (i) any corporation, partnership or other affiliated entity controlling, controlled by, or under common control with, such Investor, or any partner or former partner, if such Investor is a partnership, or any member or former member, if such Investor is a limited liability company, or (ii) any other direct assignee or transferee from such Investor of (x) at least 5% of the then outstanding Registrable Securities or (y) all of the Registrable Securities then outstanding (determined as held by such Investor if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer less than 5.05% of the then outstanding Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewithSecurities. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Sco Group Inc)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (abut only with all related obligations) The Company shall not assign this Agreement by a Holder to (i) an affiliated entity that is controlled by or under common control with such Holder, (ii) such Holder’s spouse or to the parents, siblings, children, grandchildren, nieces or nephews, or the spouses of such siblings, children, grandchildren, nieces or nephews, of such Holder or such Holder’s spouse (collectively, a “Family Group”) or to trusts for the benefit of member(s) of a Holder’s Family Group or to entities controlled by such Family Group, (iii) a partner or retired partner of a transferring Holder which is a partnership, (iv) a constituent member of any rights Holder that is a limited liability company, (v) a transferee or obligations hereunder assignee of such securities who, after such assignment or transfer, holds at least 250,000 shares of Registrable Securities (whether by operation subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), (vi) a transferee where such transfer is made in connection with a transfer of law or otherwise) without the prior written consent of the Holders holding a majority all of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard transferring Holder to such transferee, or (vii) in the case of The Wellcome Trust Limited, The Wellcome Trust may assign its rights to cause the Company to register Registrable Securities pursuant to this Section 1 (but only with all related obligations) to any limitations on successor trustee of The Wellcome Trust or additional trustee or trustees of The Wellcome Trust from time to time, or any company whose shares are all held directly or indirectly by The Wellcome Trust, or any nominee or custodian of any such person, in each case provided: (a) the exercise Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing transferee or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person assignee and the term “Registrable Securities” shall be deemed securities with respect to include the securities received or receivable by the Holder in connection with which such transaction unless such securities registration rights are otherwise freely tradable by the Holder after giving effect to such transaction. being assigned and (b) The Holder may assign such transferee or delegate its rights, duties or obligations under this Agreement, assignee agrees in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of this Agreement Section 1.15 below. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (which may be accomplished x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including members of the Family Group of such partners or members who acquire Registrable Securities by an addendum gift, will or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 intestate succession) shall be null aggregated together and voidwith the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Proteinsimple)

Assignment of Registration Rights. The rights of the ▇▇▇▇▇ Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement to the extent the nature of the transferee requires or may require a primary registration under applicable securities law, will be automatically assigned by the Investors to transferees or assignees of all or any portion of the Registrable Securities, but only if (a) The the transferring ▇▇▇▇▇ Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company shall not assign this Agreement within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior assignment, furnished with written consent notice of the Holders holding a majority name and address of such transferee or assignee and the Registrable Securities then outstanding with respect to which such registration rights are being transferred or assigned, (determined as if all of c) after such transfer or assignment, the Warrants then outstanding have been exercised without regard to any limitations on the exercise further disposition of such Warrants); providedRegistrable Securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing (d) at or otherwise, whereby before the time the Company is a party and in which received the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, written notice contemplated by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. clause (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement sentence, the transferee or assignee agrees in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate writing with the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by all of the terms provisions contained herein, (e) such transfer is made in accordance with the applicable requirements of the Purchase Agreements, and provisions (f) the transferee is an “accredited investor” as that term is defined in Rule 501 of this Agreement (which may Regulation D and is not, and will not become as a result of the transfer, an affiliate of the Company. If a transferee of Registrable Securities hereunder would be accomplished by an addendum or certificate similarly situated to the Other Investors with regard to a secondary registration of joinder Registrable Securities, the Company will have no obligation to this Agreement). Any transfer or assignment made such transferee other than to provide it with the rights it would have had as provided in this Section 7 shall be null and voida transferee under the Other Registration Rights Agreements.

Appears in 1 contract

Sources: Registration Rights Agreement (Magnetek Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined and, for so long as if all the Injective Foundation holds any Shares, of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Injective Foundation; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person one or more Persons by such Investor to whom it transfers not fewer than 5.0% of the Registrable Securities it then holdssuch Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory inure to the Company, to be bound by the terms benefit of each Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Pineapple Financial Inc.)

Assignment of Registration Rights. (a) The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall not assign this Agreement be automatically assignable by each Holder to any transferee of such Holder of all or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent a portion of the Holders holding a majority of Preferred Stock, the Warrants or the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received if: (i) written notice the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such assignment and 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 agreement 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) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 7(j), the transferee or assignee agrees in a form reasonably satisfactory to writing with the Company, Company to be bound by all of the terms and provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and applicable securities legislation. The rights to assignment shall apply to the Holders (which and to subsequent) successors and assigns. The Company may require, as a condition of allowing such assignment in connection with a transfer of Preferred Stock, Warrants or Registrable Securities (i) that the Holder or transferee of all or a portion of the Preferred Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be accomplished by made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an addendum or certificate of joinder investment letter in form and substance acceptable to this Agreement). Any transfer or assignment made other than the Company and (iii) that the transferee be an “accredited investor” as provided defined in this Section 7 shall be null and voidRule 501(a) promulgated under the Securities Act.

Appears in 1 contract

Sources: Investor Rights Agreement (Genetronics Biomedical Corp)

Assignment of Registration Rights. The rights to cause the Company to --------------------------------- use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof may not be assigned, in whole or in part, by a Holder to a transferee or assignee of Registrable Securities (a) The Company shall not assign this Agreement or any rights Rights or obligations hereunder (whether by operation other securities upon the conversion, exchange or exercise of law or otherwisewhich Registrable Securities are issuable) without the prior written consent of the Holders holding Company (which consent will not be unreasonably withheld), except that a majority of Holder may assign its rights to cause the Company to use its reasonable best efforts to register Registrable Securities then outstanding pursuant to Section 2 hereof (determined a) to an Affiliate of such Holder or (b) to a person that holds least 65,000 shares (as if all adjusted for stock splits, stock dividends, combinations, reorganizations, reclassifications and other similar events) of Registrable Securities (or Rights or other securities upon the Warrants then outstanding have been exercised without regard to any limitations on the conversion, exchange or exercise of such Warrants)which Registrable Securities are issuable) following the transfer or assignment; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) the transferor furnishes to the Company prior to such transfer written notice of the name and address of such assignment assignee or transferee and the securities with respect to which such registration rights are being assigned or transferred and such other information as the Company may reasonably request and (ii) the written agreement transferee agrees in writing reasonably acceptable to the Company concurrently with such assignment or transfer to be subject to all restrictions set forth in this Agreement with respect to the rights assigned or transferred to such transferee. Notwithstanding the foregoing, (x) no assignment or transfer of the assigneerights to cause the Company to use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof in accordance with this Section 9 shall relieve the transferor of responsibility for any of its obligations hereunder and (y) the rights to cause the Company to use reasonable best efforts to register Registrable Securities pursuant to Section 2.1 may not be assigned by a Holder to SeaChange International, Inc, nCUBE Corporation or Diva Systems Corporation, unless with respect to provision (y) of this Section 9, such corporation is: (A) an Affiliate of such Holder, (B) the purchaser of substantially all of the assets of such Holder or an Affiliate of such Holder, (C) the purchaser of all or substantially all of the assets of a division or line of business of such Holder or an Affiliate of such Holder, or (D) in the case of a form reasonably satisfactory consolidation or merger in which such Holder is not the surviving entity, to the Company, surviving entity of such consolidation or merger. Any attempted assignment or transfer by a Holder of any rights to be bound by cause the terms and provisions Company to use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof in violation of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 9 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Concurrent Computer Corp/De)

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Lenders to any transferee of all or any portion of Registrable Securities if: (i) the Lender 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 transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) The 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) if applicable, immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and 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 Credit Agreement. At the transferees request, the Company shall not assign promptly prepare and file any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder to include such transferee. AMENDMENT OF REGISTRATION RIGHTS. --------------------------------- Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or any rights in a particular instance and either retroactively or obligations hereunder (whether by operation of law or otherwise) without prospectively), only with the prior written consent of the Holders holding a majority Company and Lenders who then hold two-thirds of the Registrable Securities then outstanding (determined as if Securities, other than any amendments to the timing and length of filing and effectiveness of a Registration Statement or the consequences for failure of the Company to timely perform such obligations, which require the consent of each affected Lender. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Lender and the Company. No such amendment shall be effective to the extent that it applies to less than all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise holders of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” Securities. No consideration shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received offered or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, paid to any Person to whom it transfers not fewer than 5.0% amend or consent to a waiver or modification of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions any provision of any of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate unless the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement same consideration also is offered to all of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder parties to this Agreement). Any transfer or assignment made other than as provided in Notwithstanding the foregoing, the Company and the Lenders agree that this Section 7 Agreement shall be null automatically amended without further action by the Company and voidthe Lenders to add additional investors to this Agreement who purchase Common Stock in Additional Closings as defined in Section 2 of the Credit Agreement.

Appears in 1 contract

Sources: Revolving Convertible Credit Agreement (Security Intelligence Technologies Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Pre-Funded Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Pre-Funded Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Pre-Funded Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Pre-Funded Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Pre-Funded Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Neurogene Inc.)

Assignment of Registration Rights. (a) The Subject to Sections 2.10(b) and (c), the rights to cause the Company shall not assign to register Registrable Securities pursuant to this Agreement Section 2 may be assigned by a Stockholder to a transferee or any rights or obligations hereunder assignee of Registrable Securities (whether by operation of law or otherwisei) without the prior written consent which acquires at least five percent (5%) of the Holders holding a majority transferring Stockholder’s aggregate shares of the Registrable Securities, or (ii) who acquires such Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)in a Permitted Transfer; provided, however, that in any transaction(A) the transferor shall, whether by mergerwithin ten (10) days after such transfer, reorganization, restructuring, consolidation, financing or otherwise, whereby furnish to the Company is a party written notice of the name and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person transferee or assignee and the term “Registrable Securities” securities with respect to which such registration rights are being assigned and (B) such transferee shall agree to be deemed subject to include the securities received or receivable by the Holder all restrictions set forth in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transactionthis Agreement. (b) The Holder may assign or delegate Upon an Event of Default by Alphaeon, all registration rights granted to Alphaeon (in its rightscapacity as the initial Stockholder hereunder) in this Agreement shall immediately and automatically be assigned in full to DI, duties or obligations as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note, with respect to any Registrable Securities possessed by DI, as the collateral agent for the DI Notes, and Longitude, as holder of the Longitude Note, and DI and Longitude shall thereupon be Stockholders under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto In the event all registration rights granted to Alphaeon as the initial Stockholder in this Agreement are immediately and automatically assigned in full to DI, as the collateral agent of the DI Notes, and Longitude, as holder of the Longitude Note pursuant to Section 2.10(b), DI and Longitude, collectively, thereafter, may assign all or a portion of such party’s rightsregistration rights to up to two (2) transferees (each, duties a “Permitted Transferee” and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received such assignment a “DI/Longitude Transfer”), provided, (i) written notice each such Permitted Transferee acquires at least ten percent (10%) of such assignment and the Registrable Securities, (ii) the applicable transferor shall, within ten (10) days after such transfer, furnish to the Company written agreement notice of the assigneename and address of such Permitted Transferee and the securities with respect to which such registration rights are being assigned, and (iii) such Permitted Transferee shall agree to be subject to all restrictions set forth in this Agreement as if it were the initial Stockholder hereunder, whereupon each such Permitted Transferee shall be a form Stockholder hereunder. 2.11 “Market Stand-Off” Agreement; Agreement to Furnish Information. In the case of an underwritten public offering of the Company’s Common Stock under the Securities Act (a “Public Offering”), each Stockholder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Stockholder before the effective date of the registration statement for such Public Offering (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed (a) one hundred eighty (180) days following the effective date of such registration statement if the Public Offering is an IPO, and (b) ninety (90) days following the effective date of such registration statement for all other Public Offerings (the “Lock-Up Period”); provided that all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities enter into similar agreements; and provided, further that any releases of any stockholder from such agreements by the underwriters shall be made only on a pro rata basis to the benefit of the Stockholders. Each Stockholder agrees to execute and deliver such other agreements as may be reasonably satisfactory requested by the Company or the underwriter that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if reasonably requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, a Stockholder shall provide, within ten (10) days of such request, such information related to such Stockholder as may be bound reasonably required by the terms and provisions Company or such representative in connection with the completion of this Agreement (which may be accomplished by an addendum or certificate any public offering of joinder the Company’s securities pursuant to this Agreement)a registration statement filed under the Securities 12 Act. Any transfer or assignment made other than as provided The obligations described in this Section 7 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be null promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Lock-Up Period. Each party hereto covenants and voidagrees that in the event that such party ceases to remain a party to this Agreement or loses its rights hereunder, this Section 2.11 shall survive and remain enforceable as against such party.

Appears in 1 contract

Sources: Stockholders Agreement

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% all of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) held by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the applicable Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Grace Therapeutics, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Quince Therapeutics, Inc.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Preferred Stock, the Note, the Warrants or the Registrable Securities if: (a) The Company shall not the Investor agrees in writing with the transferee or assignee to assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding such rights, and a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise copy of such Warrants); providedagreement is furnished to the Company after such assignment, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby (b) the Company is a party and in which the Registrable Securities are converted into the equity securities furnished with written notice of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice the name and address of such assignment transferee or assignee, and (ii) the written agreement securities with respect to which such registration rights are being transferred or assigned, (c) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (d) the transferee or assignee agrees in writing for the benefit of the assigneeCompany to be bound by all of the provisions contained herein, and (e) such transfer shall have been made in a form reasonably satisfactory accordance with the applicable requirements of (A) with respect to October Warrants and October Warrant Shares, the October Securities Purchase Agreement and the October Warrants, (B) with respect to Series B Preferred Stock and Series B Conversion Shares, the May Securities Purchase Agreement and the Series B Certificate of Designation and (C) with respect to the May Warrants and the May Warrant Shares, the May Securities Purchase Agreement and the May Warrants and (D) with respect to the C Warrants and the C Warrant Shares, the May Securities Purchase Agreement and the C Warrants, as applicable. In addition, and notwithstanding anything to the contrary contained in this Agreement, the October Securities Purchase Agreement, the May Securities Purchase Agreement, the Series A Certificate of Designation, the Series B Certificate of Designation, or the Warrants, the Securities (as defined in each Securities Purchase Agreement) may be pledged, and all rights of the Investor under this Agreement or any other agreement or document related to the transactions contemplated hereby may be assigned, without further consent of the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor’s margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage account.

Appears in 1 contract

Sources: Registration Rights Agreement (Remote Dynamics Inc)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Series D Stock, the Warrants or the Registrable Securities if: (a) The Company shall not the Investor agrees in writing with the transferee or assignee to assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding such rights, and a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise copy of such Warrants); providedagreement is furnished to the Company after such assignment, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby (b) the Company is a party and in which the Registrable Securities are converted into the equity securities furnished with written notice of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice the name and address of such assignment transferee or assignee, and (ii) the written agreement securities with respect to which such registration rights are being transferred or assigned, (c) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (d) the transferee or assignee agrees in writing for the benefit of the assigneeCompany to be bound by all of the provisions contained herein, and (e) such transfer shall have been made in a form reasonably satisfactory accordance with the applicable requirements of the Securities Purchase Agreement, the Certificate of Designations and the Warrants, as applicable. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate of Designations or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investor under this Agreement or any other agreement or document related to the transactions contemplated hereby may be assigned, without further consent of the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor's margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage account.

Appears in 1 contract

Sources: Registration Rights Agreement (Level 8 Systems Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Warrantholder; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Warrantholder in connection with such transaction unless such securities are otherwise freely tradable by the Holder Warrantholder after giving effect to such transaction. (b) , and the prior written consent of the Warrantholder shall not be required for such transaction. The Holder Warrantholder may not assign or delegate its rights, duties or obligations rights under this AgreementAgreement without the prior written consent of the Company; provided, in whole that the Warrantholder may assign, without the prior written consent of the Company, all or in part, a portion of its rights hereunder to either (x) a Permitted Warrantholder Transferee or (y) to any other Person in connection with any transfer of Warrants or Registerable Securities (made in accordance with the terms of the Warrant Issuance Agreement and the Warrants) if, immediately following such transfer, such Person would hold Registerable Securities (for the avoidance of doubt, after giving effect to whom it transfers not fewer the full exercise of any Warrants included in such transfer) equal to no less than 5.025% of the Registrable total Registerable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed subject to become bound by the terms and this Agreement. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Warrantholder and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (IO Biotech, Inc.)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by any Holder without limitation to an affiliate (a) The Company shall as such term is defined in the 1934 Act); provided, that such affiliate is not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent an operating company that is a direct competitor of the Holders holding Company. In addition, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a majority Holder to a third party transferee who acquires such Registrable Securities, and by such transferee to a subsequent permitted transferee; provided, that with respect to any such transfer, either the transferor is a Significant Stockholder immediately prior to and subsequent to such transfer and the transferee would hold at least five percent (5%) of the Registrable Securities then Company’s outstanding Common Stock immediately after such transfer (determined on an as if converted basis), or, in the event the transferor is not a Significant Stockholder, such transferor transfers in a single transaction to one party no less than all of the Warrants then outstanding have been exercised without regard shares subject to any limitations on such rights held by the exercise of such Warrants)transferor; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby such transfer does not constitute a distribution within the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations meaning of the Company hereunder, the term “Company” shall be deemed 1933 Act and is otherwise effected in accordance with all applicable securities laws. Any transferee to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations which rights under this AgreementAgreement are transferred, in whole or in partincluding an affiliate of a Holder, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received shall: (i) written notice of as a condition to such assignment and (ii) the written agreement of the assigneetransfer, in a form reasonably satisfactory deliver to the Company, Company a written instrument by which such transferee agrees to be bound by the terms obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement; and provisions (ii) be deemed to be a Holder hereunder. For purposes of this Agreement Section 2.11, Significant Stockholder shall mean any stockholder of the Company holding at least ten percent (which may be accomplished 10%) of the Company’s outstanding capital stock (on an as-converted basis) as of the date the Company is notified of any proposed transfer of securities by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidsuch stockholder.

Appears in 1 contract

Sources: Registration Rights Agreement (Regen Biologics Inc)

Assignment of Registration Rights. (a) The right to cause the Company shall not assign to register Registrable Common Shares pursuant to this Agreement or may be assigned (but only with all related obligations hereunder) by any rights or obligations hereunder (whether by operation Holder in connection with a transfer of law or otherwise) without the prior written consent of the Holders holding a majority of the such Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard Common Shares to any limitations transferee who, immediately following such transfer, holds at least 5% of then-outstanding Registrable Common Shares (calculated on the exercise of such Warrants); providedan as-converted basis, however, assuming that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing all outstanding Registrable Common Shares that are convertible into or otherwise, whereby the Company is a party and in which the Registrable Securities exercisable for Common Stock are converted into or exercised for Common Stock); provided that, as a condition to the equity securities of another Person, from and after the effective time effectiveness of such transactionassignment, such Person shall, by virtue transferee shall be required to execute a counterpart of this Agreement. Upon such transferee’s execution of such transactioncounterpart, be deemed to have assumed the obligations of the Company hereunder, the term “Company” such transferee shall be deemed to refer to such Person be a Holder for all purposes of this Agreement and the term “Registrable Securities” shall be deemed entitled to include the securities received or receivable by benefits of, and shall be subject to the restrictions contained in, this Agreement, as amended from time to time, as a Holder hereunder to the same extent as if such transferee had originally been included in the definition of a Holder and had originally been a party hereto. Notwithstanding the foregoing, a Permitted Transferee (as defined in the Amended and Restated Governance Agreement) who otherwise would become entitled to registration rights in accordance with the foregoing provisions of this Section 15 in connection with a Distribution In Kind (as defined in the Amended and Restated Governance Agreement) of Registrable Common Shares shall not become entitled to any such transaction registration rights under this Agreement unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become Permitted Transferee becomes bound by the terms Amended and provisions of this Agreement in accordance herewithRestated Governance Agreement. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Itc Deltacom Inc)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be assignable by each Investor to any transferee of all or any portion of the Registrable Securities with an aggregate Market Price (as defined in the Securities Purchase Agreement) of $500,000 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 after such assignment, (ii) the Company is furnished with written notice of (a) The 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) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) 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 not assign have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, (i) the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transaction contemplated hereby may be assigned, without the prior written further consent of the Holders holding Company, to a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder bona fide pledgee in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign an Investor's margin or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment brokerage accounts and (ii) any Investor may assign its rights under this Agreement to any of its employees, partners and managers in connection with the written agreement transfer to any such person of the assigneeany Registrable Securities held by such Investor; PROVIDED, in a form reasonably satisfactory to the CompanyHOWEVER, to be bound that by the terms and provisions its execution of this Agreement (which may be accomplished by an addendum or certificate Agreement, each Investor agrees that in connection with any such assignment such Investor shall remain responsible for the performance of joinder to this Agreement). Any transfer or assignment made other than each of such assignee's obligations as provided in this Section 7 shall be null and voida holder of Registrable Securities hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (Precision Optics Corporation Inc)

Assignment of Registration Rights. The consent of the Company shall not be required for an assignment by any Holder to (a) The Company shall not assign this Agreement any Person or any rights or obligations hereunder (whether entity to which shares of Series Preferred Stock are transferred by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); providedHolder, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rightsto any Affiliate of such Holder, duties or obligations under this Agreement, in whole or in part(c) with respect to Fidelity, to any other entity managed by a registered investment advisor holding shares of the Company’s capital stock originally purchased by Fidelity (or issued upon conversion thereof) or pursuant to a merger or reorganization of a U.S. registered mutual fund advised or sub-advised by Fidelity or any affiliated investment advisor of Fidelity whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, (d) with respect to Franklin, to any other entity managed by a registered investment advisor holding shares of the Company’s capital stock originally purchased by Franklin (or issued upon conversion thereof) or pursuant to a merger or reorganization of a U.S. registered mutual fund advised or sub-advised by Franklin or any affiliated investment advisor of Franklin whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, or (e) with respect to each ▇. ▇▇▇▇ Price Investor, to any other entity managed by a registered investment advisor holding shares of the Company’s capital stock originally purchased by the ▇. ▇▇▇▇ Price Investors (or issued upon conversion thereof) or pursuant to a merger or reorganization of a U.S. registered mutual fund advised or sub-advised by ▇. ▇▇▇▇ Price or any affiliated investment advisor of ▇. ▇▇▇▇ Price whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, of the rights to cause the Company to register Registrable Securities pursuant to Sections 2 and 3. Any transferee to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of rights under this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder are transferred shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of as a condition to such assignment and (ii) the written agreement of the assigneetransfer, in a form reasonably satisfactory deliver to the Company, Company a written instrument by which such transferee agrees to be bound by the terms and provisions of obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement and (which may ii) be accomplished by an addendum or certificate of joinder deemed to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voida Holder hereunder.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Rent the Runway, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Required Investors shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.025% (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) held by such Investor at the time of transfer or assignment to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Jade Biosciences, Inc.)

Assignment of Registration Rights. (ai) The Company shall not assign registration rights of any Investor under this Agreement or with respect to any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent Registrable Securities may be assigned to any of the Holders holding a majority following Persons, if they acquire Registrable Securities: (A) any Affiliate of the Registrable Securities then outstanding Investor, (determined as B) if all the Investor is a partnership, its partners or former partners in accordance with partnership interests or the estate of any such partner or former partner or a liquidating trust for the benefit of its partners, (C) if the Investor is a limited liability company, its members or former members in accordance with their interest in the limited liability company, (D) if the Investor is a corporation, its majority owned subsidiaries or Affiliates thereof or (E) if the Investor is an individual, the Investor’s family members or trust for the benefit of such Investor or his or her family members or an entity whose equity owners consist solely of the Warrants then outstanding have been exercised without regard to Investor and his or her family members. (ii) Upon any limitations on such permitted assignment, (A) the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby Investor shall give the Company is a party and in which written notice at or prior to the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed assignment stating the obligations name and address of the Company hereunder, assignee and identifying the term “Company” shall be deemed shares with respect to refer to such Person and which the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations rights under this AgreementAgreement are being assigned; (B) such assignee shall agree in writing, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer form and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form substance reasonably satisfactory to the Company, to be bound to the same extent and in the same capacity as the Investor by the terms and provisions of this Agreement Agreement; and (which C) such assignee shall acknowledge, immediately following such assignment, that the further disposition of such securities by such assignee may be accomplished restricted under the Securities Act. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the Investors and such permitted transferee to assure that the Registration Statement and related prospectus are available for use by an addendum or certificate such permitted transferee for sales of joinder the Registrable Securities in respect of which the rights to registration have been so assigned. Notwithstanding any other provision of this Agreement). Any transfer , no Person who acquires securities transferred in violation of this Agreement, or assignment made other than as provided in who acquires securities that are not, or upon acquisition cease to be, Registrable Securities, shall have any rights under this Section 7 Agreement with respect to such securities, and such securities shall be null and voidnot have the benefits afforded hereunder to Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Jaguar Health, Inc.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Series B Notes, the Series B Warrants or the Registrable Securities if: (a) The Company shall not the Investor agrees in writing with the transferee or assignee to assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding such rights, and a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise copy of such Warrants)agreement is furnished to the Company after such assignment; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby (b) the Company is a party and in which the Registrable Securities are converted into the equity securities furnished with written notice of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice the name and address of such assignment transferee or assignee, and (ii) the written agreement securities with respect to which such registration rights are being transferred or assigned; (c) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws; (d) the transferee or assignee agrees in writing for the benefit of the assigneeCompany to be bound by all of the provisions contained herein; and (e) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Series B Notes and the Series B Warrants, as applicable. In addition, and notwithstanding anything to the contrary contained in a form reasonably satisfactory this Agreement, the Securities Purchase Agreement, the Series B Notes or the Series B Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investor under this Agreement or any other agreement or document related to the transactions contemplated hereby may be assigned, without further consent of the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor’s margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage account.

Appears in 1 contract

Sources: Registration Rights Agreement (Matritech Inc/De/)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investors in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction, and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) shall not be required for such transaction. (b) The Holder An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of all of the Registrable Securities it then holdsby such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions of this Agreement in accordance herewithcontained herein. (c) No assignment by any party hereto The provisions of such party’s rights, duties and obligations hereunder this Agreement shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory inure to the Company, to be bound by the terms benefit of Parties and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null their respective successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Hycroft Mining Holding Corp)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% of the 25,000 Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Inhibikase Therapeutics, Inc.)

Assignment of Registration Rights. (a) The Company shall not Except as otherwise provided below, neither party may assign this Agreement or any of the rights or and obligations of the parties hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority other party; provided, that (i) the Individual Investor may assign this Agreement and all of his rights and obligations hereunder to one Permitted Transferee, (ii) the Trust Investor may assign this Agreement and (x) all of its rights and obligations hereunder, other than pursuant to Section 4, to one Permitted Transferee and (y) the rights and obligations hereunder, other than pursuant to Section 4, to Permitted Transferees that are beneficiaries of the Registrable Securities then outstanding Trust Investor as to shares of Eligible Common Stock owned by the Trust Investor and (determined as if iii) the Company may assign this Agreement and all of its rights and obligations hereunder to any entity that succeeds to all or substantially all of the Warrants then outstanding have been exercised without regard to any limitations on assets of the exercise of such Warrants); provided, however, that in any transactionCompany, whether by merger, reorganization, restructuring, consolidation, financing sale or otherwise, whereby . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. If the Company is shall so request, any such successor or assign shall agree in writing to acquire and hold the Eligible Common Stock subject to all of the terms hereof. In the event of any assignment by the Trust Investor to a party Permitted Transferee: (i) such Permitted Transferee shall participate in all rights of the Trust Investor, and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, shall be bound by virtue of such transaction, be deemed to have assumed the all obligations of the Company hereunderTrust Investor, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder as provided in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% each case proportionately based on the relative number of the Registrable Securities it then holds, provided that shares of Eligible Common Stock held by such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment Permitted Transferee; and (ii) the written agreement of the assigneeall notices, in a form reasonably satisfactory to the Company, to be bound by the terms decisions and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as elections provided in this Section 7 Agreement to be given to or made by the Trust Investor shall be null so given to or made by (and voidshall be for all purposes conclusively deemed to have been adequately given or made if so given to or made by) the Trustee of The Reub▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇st Dated January 24, 2000 for and on behalf of such Permitted Transferee.

Appears in 1 contract

Sources: Registration Agreement (Universal Compression Holdings Inc)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the to register Registrable Securities then outstanding pursuant to this Section 1 may be assigned (determined as if but only with all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable related obligations) by the Holder in connection with such transaction unless to a transferee or assignees of such securities provided: (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are otherwise freely tradable being assigned; (ii) such transferee or assignee agrees in writing to be bound by and subject to the Holder after giving effect to terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (iii) such transactionassignment shall be effective only if such transfer is exempt from registration under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holding of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1. (b) The Holder may assign or delegate its rightsSubject to clause (a) above, duties or obligations under this Agreement, in whole or in part, the right to any Person to whom it transfers not fewer than 5.0% of have the Company register the Registrable Securities it then holdspursuant to this Section 1 may not otherwise be assigned; provided however, that (i) any heir or the estate of the Holder which acquires the Registrable Securities from such Holder by will or intestate succession shall be entitled to have the Company register the Registrable Securities pursuant to this Section 1 (provided that such Registrable Securities remain Registrable Securities following heirs or such transfer and such Person agreed to become bound by estate shall have a single attorney-in-fact for the terms and provisions purpose of this Agreement in accordance herewith. (c) No assignment by exercising any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon receiving any notices or obligate the Company unless and until the Company shall have received (i) written notice of such assignment taking any action under this Section 1), and (ii) any individual Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the written agreement benefit of his or her spouse, children or himself or herself, and such transferee shall be entitled to have the assigneeCompany register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in a form reasonably satisfactory to the Company, writing to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate Agreement. In each such event and for purposes of joinder to this Agreement). Any transfer , the term "Holder" as used herein shall include all such heirs, such estate or assignment made other than as provided in this Section 7 shall be null and voidsuch transferees.

Appears in 1 contract

Sources: Registration Rights Agreement (Exogen Inc)

Assignment of Registration Rights. (a) The Company This Agreement shall not assign this Agreement inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any rights or obligations hereunder (whether consent by operation of law or otherwise) without the prior written consent of Company thereto, subsequent Investors, subject to the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding condition that such transfer shall have been exercised without regard to any limitations on the exercise of such Warrants)conducted in accordance with all applicable federal and state securities laws; provided, however, that if the Warrants are not issued pursuant to a Warrant Agreement, the assignment of rights hereunder to the holders of such Warrants and Warrant Shares shall only be automatically assignable by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) such Investor agrees in any transactionwriting with the transferee or assignee to assign such rights, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby and a copy of such agreement is furnished to the Company is within a party 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 in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transactiontransferee or assignee, and (b) the securities with respect to which such Person shallrights are being transferred or assigned; (iii) immediately following such transfer or assignment, by virtue the further disposition of such transactionsecurities by the transferee or assignee is restricted under the 1933 Act and 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 deemed to have assumed bound by all of the obligations of an Investor under this Agreement; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and the Warrants; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws. The Company hereby shall extend the benefits of this Agreement to any Investor and any such Investor may specifically enforce the provisions of this Agreement as if an original party hereto. In the event that any other Person shall succeed to the Company hereunderunder the Indenture or any Warrant Agreement, then such successor shall enter into an agreement, in form and substance reasonably satisfactory to the term “Required Holders, whereby such successor shall assume all of the Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or ’s obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Wet Seal Inc)

Assignment of Registration Rights. (a) The Company shall not assign registration rights of any Holder under this Agreement or with respect to any rights or obligations hereunder Registrable Securities may be assigned to any Person who acquires such Registrable Securities; provided that (whether by operation of law or otherwiseA) without the prior written consent such Person is an Affiliate of the Holder, (B) if the Holder is a partnership, such Person is a liquidating trust for the benefit of its partners or such Person is a partner thereof or a former partner with a continuing economic interest therein in accordance with partnership interests or the estate of any such partner thereof or former partner, (C) if the Holder is a limited liability company, such Person is a member thereof or former member thereof with a containing economic interest therein in accordance with their interest in the limited liability company, (D) if the Holder is a corporation, such Person is its majority owned subsidiary or (E) if the Holder is an individual, such Person is the Holder's family member or trust for the benefit of such Holder or his or her family members or an entity whose equity owners consist solely of Holder and his or her family members. Upon any such permitted assignment (i) the Holder shall give Parent written notice at or prior to the time of such assignment stating the name and address of the assignee and identifying the shares with respect to which the rights under this Agreement are being assigned; (ii) such assignee shall agree in writing, in form and substance reasonably satisfactory to Parent, to be bound to the same extent and in the same capacity as the Holder by the provisions of this Agreement and the Stockholders Agreement; and (iii) such assignee acknowledges, immediately following such assignment, the further disposition of such securities by such assignee may be restricted under the Securities Act. In connection with any such transfer Parent shall, at the sole cost and expense of such permitted transferee, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the Holders holding a majority and such permitted transferee to assure that any registration statements and related prospectuses are available for use by such permitted transferee for sales of the Registrable Securities then outstanding in respect of which the rights to registration have been so assigned. In addition, if either RFE or DFW Transfers to its partners, members, former partners or members with an economic interest therein or shareholders (determined as if all or a liquidating trust or trusts for the benefit of the Warrants foregoing) in a pro rata or similar distribution in compliance with the limitations, if any, which may then outstanding have been exercised without regard be applicable under Section 3(a) (each a "Distribution Person"), such Distribution Person will be entitled to any limitations on the exercise sell shares of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into pursuant to the equity securities of another Person, from Shelf Registration Statement if such Distribution Person has completed and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed returned to have assumed Parent a Notice and Questionnaire and otherwise complies with the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the an Electing Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement. Notwithstanding the foregoing, in whole for the avoidance of doubt, neither the right to submit a Piggyback Notice nor the right to submit an Underwriting Notice pursuant to Section 7 may be Transferred by RFE or in partDFW to their ultimate investor limited partners or former limited partners, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided being understood that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound specific rights of RFE or DFW may only be exercised by RFE, DFW, a fund or other entity which is an Affiliate of RFE or DFW, or a liquidating trust for the terms and provisions limited partners or former limited partners of this Agreement in accordance herewithRFE or DFW. Certain Definitions. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Sun Healthcare Group Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% 1,000,000 shares (subject to appropriate adjustment in the event of the any stock dividend, stock split, combination or other similar recapitalization) of Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed to become bound by the terms and provisions of this Agreement agrees in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, writing to be bound by all of the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidcontained herein.

Appears in 1 contract

Sources: Registration Rights Agreement (Senti Biosciences, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction, and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) shall not be required for such transaction. (b) The Holder An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% 20 percent of the Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (SolarWindow Technologies, Inc.)

Assignment of Registration Rights. (a) The rights to have the Company shall not assign register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Holder to transferees or assignees of all or any rights portion of such Registrable Securities if (i) the Holder agrees in writing with the transferee or obligations hereunder assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (whether by operation of law ii) the Company is, within a reasonable time after such transfer or otherwise) without the prior assignment, furnished with written consent notice of the Holders holding a majority name and address of such transferee or assignee and the Registrable Securities then outstanding securities with respect to which such registration rights are being transferred or assigned, (determined as if iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (iv) at or before the time the Company received 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 Warrants then outstanding have been exercised without regard provisions contained herein. Upon a transfer in compliance with this section 10, all references in this Agreement to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” "Holder" shall be deemed to refer in addition to any transferee hereunder with respect to such Person and the term “transferred Registrable Securities” shall . Notwithstanding anything to the contrary that may be deemed to include the securities received or receivable by the Holder contained in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers the event that the Holder does not fewer than 5.0% transfer all of the Registrable Securities it then holds, provided that such or transfers the Registrable Securities remain to more than one transferee, the holders of the Registrable Securities following such transfer and such Person agreed thereafter shall be entitled to become bound take any action hereunder by the terms and provisions approval of this Agreement in accordance herewith. not less than thirty-three percent (c33%) No assignment of all Registrable Securities or by any party hereto the approval of not less than thirty-three percent (33%) of the Registrable Securities which are the subject of such party’s rightsregistration, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidappropriate.

Appears in 1 contract

Sources: Credit Agreement (E-Dentist Com Inc)

Assignment of Registration Rights. (a) The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall not assign this Agreement be automatically assignable by each Holder to any transferee of such Holder of all or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent a portion of the Holders holding a majority of Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights or the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received if: (i) written notice the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such assignment and 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 agreement 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) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 7(k), the transferee or assignee agrees in a form reasonably satisfactory to writing with the Company, Company to be bound by all of the terms and provisions of this Agreement Agreement, and (which v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. The Company may require, as a condition of allowing such assignment in connection with a transfer of Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights or Registrable Securities (i) that the Holder or transferee of all or a portion of the Notes, the Note Conversion Shares, the Note Conversion Warrants, the Additional Purchase Rights or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be accomplished made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act and (iv) that the transfer of such Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights and/or Registrable Securities be (A) a transfer of an amount of such Notes, Note Conversion Shares, Note Conversion Warrants and/or Registrable Securities equal to, convertible into and/or exercisable for (and in the case of the Notes, convertible into Note Conversion Shares convertible into) not less than 5% of the total number of Conversion Shares that would have been issuable upon the full conversion of all Note Conversion Shares on the Closing Date (as defined in the Purchase Agreement, and as if all Notes had been converted as of the Closing Date), (B) a transfer of Additional Purchase Rights pursuant to the terms of Article VIII of the Purchase Agreement or (C) a transfer of all of the Notes, Note Conversion Shares, Note Conversion Warrants, Additional Purchase Rights and Registrable Securities then owned by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidthe Holder.

Appears in 1 contract

Sources: Note Investor Rights Agreement (National Coal Corp)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Pre-Funded Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Pre-Funded Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Pre-Funded Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Pre-Funded Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.01.0% of the Registrable Securities it then holdsShares by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (RAPT Therapeutics, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers not fewer than 5.0% one or more Persons in connection with the transfer of the Registrable Securities it then holdsby such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Securities Purchase Agreement (K Wave Media Ltd.)

Assignment of Registration Rights. All or any portion of the rights under this Agreement shall be assignable by A▇▇▇▇ to any transferee or assignee (as the case may be) of all or any portion of Annji’s Registrable Securities if: (i) A▇▇▇▇ agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) The the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under the Securities Act or applicable state securities laws if so required; (iv) at or before the time the Company shall not assign receives the written notice contemplated by clause (ii) of this Agreement sentence such transferee or any rights or obligations hereunder assignee (whether as the case may be) agrees in writing with the Company to be bound by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding provisions contained herein; and (v) such transfer or assignment (as the case may be) shall have been exercised without regard to any limitations on the exercise of such Warrants)conducted in accordance with all applicable federal and state securities laws; provided, however, that in any transactionafter the filing of the Shelf Registration Statement(s) covering the Initial Shares and Subsequent Shares, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party shall only be required to prepare and file any post-effective amendment to the shelf Registration Statement, any new Registration Statement and/or any supplement to the prospectus contained in which an effective Shelf Registration Statement that may be required to permit resales by such transferee or assignee under the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunderShelf Registration Statement, the term “Company” costs and expenses of which shall be deemed to refer be Registration Expenses in accordance with Section 3.2 hereof, once per calendar year; provided; further, that A▇▇▇▇ may request additional filings after the first filing during any calendar year and A▇▇▇▇ shall be responsible for, and reimburse the Company for, the fees and expenses of counsel to such Person the Company and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Company’s auditors incurred in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transactionadditional filings. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Avenue Therapeutics, Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Common Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Common Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Common Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Common Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to one or more Persons in connection with: (i) the transfer by Reprogrammed Interchange LLC of its Registrable Securities (including Registrable Securities issuable upon exercise of Common Warrants) to any Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with Reprogrammed Interchange LLC (“Reprogrammed Affiliate”); (ii) the transfer by Reprogrammed Interchange LLC of its Registrable Securities (including Registrable Securities issuable upon exercise of Common Warrants) to whom it transfers any Person that has worked with or for Reprogrammed Interchange LLC prior to the date hereof (“Reprogrammed Business Partner”); or (iii) the transfer of not fewer than 5.0% of the 500,000 Registrable Securities it then holds, (the “Transfer Limit”) (including Registrable Securities issuable upon exercise of Common Warrants) by such Investor to such Person that is not a Reprogrammed Affiliate or Reprogrammed Business Partner (“Other Transferee”); provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed Reprogrammed Affiliate, Reprogrammed Business Partner or Other Transferee (as applicable) agrees in writing to become be bound by all of the terms and provisions contained herein. For greater clarity, transfers by a Reprogrammed Affiliate or Reprogrammed Business Partner are not subject to the Transfer Limit. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Vor Biopharma Inc.)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign to register Registrable Securities pursuant to this Agreement Section 1 may be assigned (but only with all related obligations) by the Holder to a transferee or any rights or obligations hereunder assignees of such securities provided: (whether by operation of law or otherwisei) without the prior Company is, within a reasonable time after such transfer, furnished with written consent notice of the Holders name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (iii) such assignment shall be effective only if such transfer is exempt from registration under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holding of transferees and assignees of a majority partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1. (b) Subject to clause (a) above, the right to have the Company register the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard pursuant to any limitations on the exercise of such Warrants)this Section 1 may not otherwise be assigned; provided, however, that in (i) any transaction, whether by merger, reorganization, restructuring, consolidation, financing heir or otherwise, whereby the Company is a party and in estate of the Holder which acquires the Registrable Securities are converted into from the equity securities of another Person, from and after the effective time of such transaction, such Person shall, Holder by virtue of such transaction, will or intestate succession shall be deemed entitled to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of register the Registrable Securities it then holds, pursuant to this Section 1 (provided that such Registrable Securities remain Registrable Securities following heirs or such transfer and such Person agreed to become bound by estate shall have a single attorney-in-fact for the terms and provisions purpose of this Agreement in accordance herewith. (c) No assignment by exercising any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon receiving any notices or obligate the Company unless and until the Company shall have received (i) written notice of such assignment taking any action under this Section 1), and (ii) Holder may sell, assign or transfer Registrable Securities to his or her spouse or children or to a trust established for the written agreement benefit of his or her spouse, children or himself or herself, and such transferee shall be entitled to have the assigneeCompany register the Registrable Securities pursuant to this Section 1, if, and only if, such transferee agrees in a form reasonably satisfactory to the Company, writing to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate Agreement. In each such event and for purposes of joinder to this Agreement). Any transfer , the term "Holder" as used herein shall include all such heirs, such estate or assignment made other than as provided in this Section 7 shall be null and voidsuch transferees.

Appears in 1 contract

Sources: Registration Rights Agreement (Exogen Inc)

Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 3 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) The Company shall not assign this is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, (c) is a holder of a Convertible Note who received the Convertible Note under the Convertible Credit Agreement pursuant to the terms thereof or any rights or obligations hereunder is a transferee pursuant to Section 3.1(c)(vi), (whether by operation d) acquires at least 2,750,000 shares of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of adjusted for stock splits and combinations), or (e) is an entity affiliated by common control (or other related entity) with such Warrants); Holder provided, however, that in any transaction(i) the transferor shall, whether by mergerwithin ten (10) days after such transfer, reorganization, restructuring, consolidation, financing or otherwise, whereby furnish to the Company is a party written notice of the name and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time address of such transactiontransferee or assignee and the securities with respect to which such registration rights are being assigned, (ii) such Person shall, by virtue transferee shall agree to be subject to all restrictions set forth in this Agreement and (iii) in the event of the assignment of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder rights in connection with a Qualified IPO Exempt Transfer, the exercise of any such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment rights by any party hereto of such party’s rights, duties and obligations hereunder Holder shall be binding upon or obligate the Company unless coordinated exclusively by FOD Capital, LLC, a Florida limited liability company (“FOD Capital”), and until the Company shall have received (i) written notice no obligation to register Registrable Securities pursuant to this Section 3 with respect to any Holder pursuant to any request or exercise of rights not coordinated exclusively by FOD Capital and pursuant to which FOD Capital serves as the sole representative of all such assignment and (ii) Holders vis-a-vis the written agreement Company. For the avoidance of doubt, any transferee of the assignee, in a form reasonably satisfactory Convertible Notes will be entitled to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder same rights pursuant to this Agreement). Any transfer or assignment made other than Section 3 as provided in this Section 7 shall be null and voidKLIM.

Appears in 1 contract

Sources: Stockholders’ Agreement (F45 Training Holdings Inc.)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. , and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (bdetermined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) The Holder shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% of the 5,000 Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed ▇▇▇▇▇▇ agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement (Actuate Therapeutics, Inc.)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the shares of Preferred Stock, the Warrants or the 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 after such assignment, (ii) the Company is furnished with written notice of (a) The 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) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) the transferee or assignee agrees in writing for the benefit of 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, the Certificate of Designation for the Preferred Stock and the Warrants, as applicable, provided however, that the rights of any Investor hereunder may not assign be assigned to direct competitors of the Company or persons or entities that have announced plans to compete directly with the Company. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transactions contemplated hereby may be assigned, without the prior written further consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by a bona fide pledgee in connection with an Investor’s margin or brokerage account, provided such pledge is consistent with applicable laws, rules and regulations, including those promulgated under the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidSecurities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Orchid Biosciences Inc)

Assignment of Registration Rights. Seller may assign its rights to cause the Company to register Shares pursuant to this Agreement only to (a) The Company shall not assign this Agreement a transferee that, after such assignment or any rights or obligations hereunder transfer, is to hold at least 500,000 (whether by operation of law or otherwisefive hundred thousand) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding Shares (determined as if all of the Warrants then outstanding have been exercised without regard subject to any limitations on the exercise of such Warrantsappropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations); (b) with respect solely to the assignment of rights and obligations in connection with Shelf Registrations pursuant to Section 4 above or associated therewith, to an assignee who, immediately following such assignment, also holds either at least 20,000 (twenty thousand) Registrable Shares, or other securities convertible into at least 20,000 such Registrable Shares; or (c) any party who acquires ownership or control of Priortech through a merger, consolidation, sale of all or substantial assets or similar business combination; all provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby that: (i) no such rights may be assigned until the Company is a party and in which given written notice by the Registrable Securities are converted into transferor at the equity securities of another Person, from and after the effective time of such transactionassignment stating the name and address of such transferee, and the securities with respect to which such Person registration rights are being assigned, and that any such transferee shall receive such assigned rights subject to all the terms and conditions of this Agreement (excepting, with respect only to assignments pursuant to clause (b) above, those terms and conditions contained in Sections 2 and 3 above and Section 12 below), including without limitation the provisions of this Section 11; (ii) transferee shall, as promptly as practicable and within at least 14 (fourteen) days after such transfer, furnish the Company with the transferee’s written agreement to be bound by virtue of this Agreement; and (iii) no such transaction, be deemed to have assumed assignment or assignments shall increase the obligations of the Company hereunder. At the request of Priortech, the term “Company” Company shall be deemed to refer to such Person and enter into a separate registration rights agreement with a permitted transferee of Registrable Shares on substantially the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under terms of this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holdsmutatis mutandis, provided that such Registrable Securities remain Registrable Securities following such transfer separate agreement does not increase the obligations of the Company (in the discretion of the Company’s Audit Committee) and such Person agreed to become bound is approved by the terms Company’s Audit Committee and provisions Board of this Agreement in accordance herewithDirectors. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Camtek LTD)

Assignment of Registration Rights. (a) The Company shall not assign this 9.1 This Agreement or any rights or and the rights, duties and obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority Company hereunder may not be assigned or delegated by the Company in whole or in part, other than to any successor of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transactionCompany, whether by merger, reorganizationacquisition, restructuring, consolidation, financing reorganization or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations . 9.2 In respect of the Company hereunderConverted Shares, prior to the expiration of the lock-up period in the Lock-Up Agreement, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder Holders may not assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Converted Shares by the Holders to any Person Permitted Transferees (as defined in the Lock-Up Agreement) pursuant to whom it transfers not fewer than 5.0% the Lock-Up Agreement, but only if such Permitted Transferees assume the Holders’ rights and obligations under this Agreement upon their execution and delivery of a joinder agreement, in form or substance reasonably acceptable to the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed Company agreeing to become be bound by the terms and provisions conditions of this Agreement in accordance herewithas if such person were a party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Holders with respected to the transferred Registrable Securities. 9.3 In respect of the Unconverted Shares, the Holders shall have the right, exercisable on three occasions, to assign or delegate rights, duties or obligations under this Agreement with respect to the Unconverted Shares in connection with a transfer of Notes by the Holders to up to three third parties (c) each a “Permitted Note Transferee”), but only if such Permitted Note Transferee assumes the Holders’ rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder agreement, in form or substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the Holders with respected to the Unconverted Shares issuable upon exercise of the transferred Notes. 9.4 This Agreement shall and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees and the Permitted Note Transferee. 9.5 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 9 hereof. 9.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 11.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 9 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Vertical Aerospace Ltd.)

Assignment of Registration Rights. (a) The rights to have the ------------------------------------ Company shall not assign register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Holder to transferees or assignees of all or any rights portion of such Registrable Securities if (i) the Holder agrees in writing with the transferee or obligations hereunder assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (whether by operation of law ii) the Company is, within a reasonable time after such transfer or otherwise) without the prior assignment, furnished with written consent notice of the Holders holding a majority name and address of such transferee or assignee and the Registrable Securities then outstanding securities with respect to which such registration rights are being transferred or assigned, (determined as if iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (iv) at or before the time the Company received 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 Warrants then outstanding have been exercised without regard provisions contained herein. Upon a transfer in compliance with this section 10 , all references in this Agreement to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” "Holder" shall be deemed to refer in addition to any transferee hereunder with respect to such Person and the term “transferred Registrable Securities” shall . Notwithstanding anything to the contrary that may be deemed to include the securities received or receivable by the Holder contained in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers the event that the Holder does not fewer than 5.0% transfer all of the Registrable Securities it then holds, provided that such or transfers the Registrable Securities remain to more than one transferee, the holders of the Registrable Securities following such transfer and such Person agreed thereafter shall be entitled to become bound take any action hereunder by the terms and provisions approval of this Agreement in accordance herewith. not less than thirty-three percent (c33%) No assignment of all Registrable Securities or by any party hereto the approval of not less than thirty-three percent (33%) of the Registrable Securities which are the subject of such party’s rightsregistration, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidappropriate.

Appears in 1 contract

Sources: Registration Rights Agreement (Female Health Co)

Assignment of Registration Rights. The rights of the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Investor to any transferee of all or any portion of the Preferred Shares, Warrants or the 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 after such assignment, (ii) the Company is furnished with written notice of (a) The 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) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) 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 not assign have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate, the Warrants or the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights of the Investors under this Agreement or any rights other agreement or obligations hereunder (whether by operation of law or otherwise) document related to the transaction contemplated hereby may be assigned, without the prior written further consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any Person to whom it transfers not fewer than 5.0% of the Registrable Securities it then holds, provided that such Registrable Securities remain Registrable Securities following such transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by a bona fide pledgee in connection with an addendum Investor's margin or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null and voidbrokerage accounts.

Appears in 1 contract

Sources: Registration Rights Agreement (Worldwideweb Institute Com Inc)

Assignment of Registration Rights. (a) The rights to cause the Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the to register Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard pursuant to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, this Section 1 may be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder in connection with such transaction unless such securities are otherwise freely tradable by the Holder after giving effect to such transaction. (b) The Holder may assign or delegate its rights, duties or obligations under this Agreementassigned, in whole or in partpart (but only with all related obligations), by the Holder to any Person (i) a transferee or assignee of at least 250,000 shares of such securities (subject to whom it transfers not fewer than 5.0% adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like), (ii) a transferee or assignee of the Registrable Securities it then holds, provided that all of such Registrable Securities remain Registrable Securities held the Holder, if less than 250,000 shares (subject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like); provided the Company is, within a reasonable time prior to such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; provided, further, that such assignment shall be effective only if immediately following such transfer and the further disposition of such Person agreed to become bound securities by the terms and provisions of this transferee or assignee is restricted under the Securities Act and, after such time as the Company has amended the Investors’ Rights Agreement in accordance herewith. (c) No assignment by any party hereto of to provide that such party’s rights, duties and obligations hereunder transferee or assignee shall be binding upon treated as a “holder” for all purposes under the Investors’ Rights Agreement, such transferee or obligate the Company unless and until the Company shall have received assignee agrees (ix) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investors’ Rights Agreement and provisions the Right of this First Refusal Agreement (which may if then in effect), in each case dated as of August 31, 2009, by and among the Company and certain stockholders of the Company and (y) that its rights to cause the Company to register Registrable Securities will be accomplished governed by an addendum Section 1 of the Investors’ Rights Agreement in lieu of its rights hereunder; provided, further that so long as the Company has not amended the Investors’ Rights Agreement to include such transferee or certificate of joinder to this Agreement). Any transfer or assignee thereunder, such assignment made other than as provided in this Section 7 shall be null automatically effective and voidsuch transferee or assignee shall maintain its rights as a “Holder” for all purposes hereunder. The Company shall use its commercially reasonable efforts to cause the Investors’ Rights Agreement to be amended in order to allow any such transferee or assignee to be treated as a “holder” for all purposes thereunder. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including immediate family members of such partners or members who acquire Registrable Securities by gift, will or intestate succession) or Affiliates (as defined in the Arrangement Agreement) of such members or retired members shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Appears in 1 contract

Sources: Registration Rights Agreement (Tesla Motors Inc)

Assignment of Registration Rights. (a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants)Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or receivable by the Holder Investor in connection with such transaction unless such securities are otherwise freely tradable by the Holder Investor after giving effect to such transaction. (b) The Holder , and the prior written consent of the Required Investors shall not be required for such transaction. An Investor may transfer or assign or delegate its rights, duties or obligations under this Agreementrights hereunder, in whole or from time to time in part, to any Person to whom it transfers one or more Persons in connection with the transfer of not fewer than 5.0% [_____] (subject to appropriate adjustment in the event of the any stock dividend, stock split, combination or other similar recapitalization) Registrable Securities it then holds(including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Registrable Securities remain Registrable Securities following Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such transfer assignment is effected, and such Person agreed agrees in writing to become be bound by all of the terms and provisions contained herein. The provisions of this Agreement in accordance herewith. (c) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate and inure to the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement benefit of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms Investor and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 7 shall be null its successors and voidpermitted assigns.

Appears in 1 contract

Sources: Registration Rights Agreement