Limitation on Subsequent Rights Clause Samples
The Limitation on Subsequent Rights clause restricts the ability of parties to grant or exercise certain rights after the agreement is executed. Typically, this clause prevents either party from assigning, licensing, or otherwise transferring rights that would conflict with the terms of the current agreement, such as granting similar rights to third parties or creating overlapping obligations. Its core function is to protect the integrity of the original agreement by ensuring that neither party undermines the agreed-upon rights and obligations through later actions, thereby reducing the risk of disputes or conflicting claims.
Limitation on Subsequent Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Preferred Registrable Securities then outstanding, voting as a single class, and the Holders of at least a majority of the Common Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would grant to such holder or prospective holder the right, other than as set forth herein, to request the Company to register any securities of the Company except such rights as are not inconsistent with the rights granted to the Holders herein or which would allow such holder or prospective holder to include such securities in any registration filed under Section 2.2, Section 2.3 or Section 2.4 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 such Holders which is included.
Limitation on Subsequent Rights. Notwithstanding Section 3.03(b), the Company shall not, without the prior written consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would provide to such holder the right to include any of such securities in any registration filed under Section 2.01 hereof on other than a pro rata basis or a subordinate basis with respect to the Registrable Securities.
Limitation on Subsequent Rights. After the date of this Agreement, for so long as the outstanding shares of Series B Preferred (including the Common Stock issued or issuable upon conversion of the Series B Preferred), outstanding shares of Series C Preferred (including the Common Stock issued or issuable upon conversion of the Series C Preferred), outstanding shares of Series D Preferred (including the Common Stock issued or issuable upon conversion of the Series D Preferred) or outstanding shares of Series E Preferred (including the Common Stock issued or issuable upon conversion of the Series E Preferred) represent at least 1% of the outstanding voting power of the capital stock of the Company (calculated on an as-converted to Common Stock basis), the Company shall not (a) without the prior written consent of (x) the holders of at least a majority of the Registrable Securities then outstanding, (y) the holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares of Series B Preferred, Series C Preferred and Series D Preferred then outstanding (voting together as a single class and including shares of Common Stock issuable or issued upon conversion of the Series B Preferred, the Series C Preferred and the Series D Preferred), and (z) the holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares of Series E Preferred then outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder Rights of First Refusal, information rights, registration rights or any other rights contained in this Agreement on a parity with or senior to those granted to the Holders hereunder or (b) without the prior written consent of (x) the holders of at least a majority of the Registrable Securities then outstanding, (y) the holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares of Series B Preferred, Series C Preferred and Series D Preferred then outstanding (voting together as a single class and including shares of Common Stock issuable or issued upon conversion of the Series B Preferred, the Series C Preferred and the Series D Preferred) and (z) the holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares of Series E Preferred then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (i) to include such securities in any registration filed under Section 2.3,...