Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include such securities in any registration filed under Section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included.

Appears in 2 contracts

Sources: Merger Agreement (Healthdesk Corp), Registration Rights Agreement (Healthdesk Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder to any registration rights the terms of which would reduce the amount of Registrable Securities the holders can include such securities in any registration filed under pursuant to Section 1.2 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only rights are subordinate to the extent that the inclusion of his securities will not reduce the amount those of the holders of Registrable Securities of the Holders which is includedSecurities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Superior Well Services, INC), Registration Rights Agreement (Superior Well Services, INC)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow Corporation Security giving such holder or prospective holder to include such securities in any registration filed under Section 1.2 hereof, unless under rights the terms of such agreement, such holder or prospective holder may include such securities in any such which are more favorable than the registration only rights granted to the extent that the inclusion holders of his securities will not Registrable Securities hereunder, or which would reduce the amount of the Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 3 hereof, unless such rights are subordinate to those of the Holders which is includedholders of Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement, Registration Rights Agreement (EverBank Financial Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, Agreement the Company shall not, without the prior written consent of the Holders holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder to include such securities in any registration filed under Section 1.2 hereof, unless under rights the terms of such agreementwhich are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not which would reduce the amount of the Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the Holders which is includedholders of Registrable Securities.

Appears in 2 contracts

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

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to include such securities in any registration filed under Section 1.2 hereofunless, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his such securities will not reduce the amount number of the Registrable Securities of the Holders which is that are included.

Appears in 2 contracts

Sources: Investor Rights Agreement (Sacks Michael Ivan), Investor Rights Agreement (ULURU Inc.)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable SecuritiesPrincipal Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder to include such securities in any registration filed under Section 1.2 hereof, unless under rights the terms of such agreement, such holder which are equivalent to or prospective holder may include such securities in any such more favorable than the registration only rights granted to the extent that the inclusion of his securities will not Principal Holders hereunder, or which would reduce the amount of the Registrable Securities the holders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the Holders which is includedholders of Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Trean Insurance Group, Inc.), Registration Rights Agreement (Trean Insurance Group, Inc.)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of a majority at least 75% of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder any registration rights the terms of which (i) are equivalent to or more favorable than the registration rights granted to the holders of Registrable Securities hereunder, or (ii) would reduce the amount of Registrable Securities the holders can include such securities in any registration filed under pursuant to Section 1.2 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only rights are subordinate to the extent that the inclusion of his securities will not reduce the amount those of the holders of Registrable Securities of the Holders which is includedSecurities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Extraction Oil & Gas, Inc.), Registration Rights Agreement (Extraction Oil & Gas, LLC)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company Agreement WIND shall not, without the prior written consent of the Holders holders of a majority two-thirds of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow WIND, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include such securities in any registration filed under pursuant to Section 1.2 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only rights are subordinate to the extent that the inclusion of his securities will not reduce the amount those of the holders of Registrable Securities of the Holders which is includedSecurities.

Appears in 2 contracts

Sources: Registration Rights Agreement (First Wind Holdings Inc.), Registration Rights Agreement (First Wind Holdings Inc.)

Limitation on Subsequent Registration Rights. From and Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not, without the prior written consent or waiver of the Holders of at least a majority of the outstanding Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow grant such holder (i) rights to demand the registration of their shares, or prospective holder to include such securities their shares in a registration statement that would reduce the number of shares includable by the Holders or (ii) any other registration filed under Section 1.2 hereof, unless under the terms of such agreement, such holder rights on a parity with or prospective holder may include such securities in any such registration only senior to those granted to the extent that Holders hereunder, other than the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is includedright to a Special Registration Statement.

Appears in 2 contracts

Sources: Investor Rights Agreement (Channeladvisor Corp), Investor Rights Agreement (Channeladvisor Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any holder Holder or prospective holder of any securities of the Company which would allow giving such holder Holder or prospective holder to include such securities in Holder any registration filed under Section 1.2 hereof, unless under rights the terms of such agreementwhich are equivalent to or more favorable than the registration rights granted to Holders hereunder, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not would reduce the amount of the Registrable Securities the Holders can include in any Registration filed pursuant to Section 3 hereof, unless such rights are subordinate to those of the Holders which is includedHolders.

Appears in 1 contract

Sources: Registration Rights Agreement (Tidelands Oil & Gas Corp/Wa)

Limitation on Subsequent Registration Rights. From and after the date of this AgreementAgreement is signed, the Company shall notnot enter into any agreement granting any holder, or prospective holder of any securities of the Company, registration rights with respect to such securities without the prior written consent of the Holders of a majority of the outstanding Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder unless: (i) such other registration rights are equal to or prospective holder of any securities of subordinate to the Company which would allow such holder or prospective holder registration rights granted to include such securities in any registration filed under Section 1.2 hereof, unless under the terms Holders hereunder; and (ii) the holders of such agreement, rights are subject to market standoff obligations no more favorable to such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is includedpersons than those contained herein.

Appears in 1 contract

Sources: Investor Rights Agreement (Natural Alternatives International Inc)

Limitation on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any equity securities of the Company which that would allow grant such holder or prospective registration fights that (a) would permit such holder to include such cause the registration of equity securities in any registration filed under Section 1.2 hereof, unless under the terms of such agreement, held by such holder or prospective holder may include such securities in any such at a time when the Holders would not be permitted hereunder to cause a registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is includedor (b) calls for any Registrable Securities to be excluded from a registration statement pursuant to Section 2.3.

Appears in 1 contract

Sources: Investors Rights Agreement (Emed Technologies Corp)

Limitation on Subsequent Registration Rights. From and after the date of this Agreement, Agreement the Company Corporation shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable SecuritiesQualified Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow Corporation, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include such securities in any registration filed under pursuant to Section 1.2 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only rights are subordinate to the extent that the inclusion of his securities will not reduce the amount those of the holders of Registrable Securities of the Holders which is includedSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Ascent Energy Inc)

Limitation on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least sixty-seven percent (67%) of the outstanding Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on parity with those granted to the Holders hereunder. Notwithstanding the generality of the foregoing, the Company shall not grant any piggyback registration rights which would allow such holder or prospective holder to include such securities reduce the number of shares includable by the holders of Registrable Securities in any registration filed under Section 1.2 hereof, unless under without the terms consent of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion holders of his securities will not reduce the amount at least a majority of the Registrable Securities of participating in the Holders which is includedunderwriting.

Appears in 1 contract

Sources: Investor Rights Agreement (Senomyx Inc)