Registration Rights Clause Example with 4 Variations from Business Contracts
This page contains Registration Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Registration Rights. (a) At the Acquisition Closing, the Company and each Subscriber shall execute and deliver the Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has agreed under certain circumstances to register the resale of the Subject Preferred Shares (and the common stock of the Company, par value $0.0001 per share ("Common Stock") of the Company into which the Preferred Shares may be converted, the "Underlying Common"), each under the Securities Act of 1933, ...as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws. (b) None of the Subject Preferred Shares or the Underlying Common may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except in a transaction that is in compliance with the Securities Act and applicable state securities laws. Except as provided in the Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Preferred Shares (or the Underlying Common, as applicable), reasonably satisfactory to the Company (as determined by the Company within 3 Business Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if determines that applicable Law does not prohibit any transfers of the Subject Preferred Shares (or the Underlying Common), as applicable, at such time. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. (c) Without limitation to the generality of the foregoing, no Subscriber shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date.View More
Variations of a "Registration Rights" Clause from Business Contracts
Registration Rights. (a) At To the Acquisition extent that the Subject Shares and the Warrants do not then benefit from the rights granted pursuant to the "Registration Rights Agreement" described (and as such term is defined) in the Proxy Statement (as in effect on the date hereof), either by virtue of the transfer of such rights in connection with the transfer of the Warrants or the execution by the Subscribers of a joinder to such Registration Rights Agreement as a holder of "Registrable Securities" thereunder (w...hich joinder, if applicable, the Subscribers shall promptly execute and deliver), then, as soon as practicable following the Merger Closing, the Company and each Subscriber the Subscribers shall execute and deliver a registration rights agreement with respect to the Subject Shares and Warrants, having terms substantially similar to those set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), Agreement, pursuant to which the Company has agreed shall agree under certain circumstances to register the resale of the Subject Preferred Shares (and and the common stock of the Company, par value $0.0001 per share ("Common Stock") of the Company into which the Preferred Shares may be converted, the "Underlying Common"), Warrants, each under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws. As used herein, the term "Applicable Registration Rights Agreement" shall mean whichever of the Registration Rights Agreement or the additional registration rights agreement described above shall be applicable to the Subject Shares and the Warrants. (b) None of the Subject Preferred Shares Securities or the Underlying Common Warrants may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except in a transaction that is in compliance with the Securities Act and applicable state securities laws. Except as provided in the Applicable Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Preferred Shares (or the Underlying Common, as applicable), Securities or Warrants, reasonably satisfactory to the Company (as determined by the Company within 3 Business Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if determines that applicable Law does not prohibit any transfers of the Subject Preferred Shares (or the Underlying Common), as applicable, or Warrants at such time. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. (c) Without limitation to the generality of the foregoing, no Subscriber shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date.View More
Registration Rights. (a) At As soon as practicable following the Acquisition Merger Closing, the Company and each Subscriber the Subscribers shall execute and deliver a registration rights agreement with respect to the Subject Shares and Sponsor Warrants, in substantially the form of the Registration Rights Agreement (the annexed as Annex G to the Company's proxy statement dated January 16, 2018 and filed with the SEC (collectively, the "Registration Rights Agreement"), pursuant to which the Company has agreed shall... agree under certain circumstances to register the resale of the Subject Preferred Shares (and and the common stock of the Company, par value $0.0001 per share ("Common Stock") of the Company into which the Preferred Shares may be converted, the "Underlying Common"), Sponsor Warrants, each under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws. (b) None of the Subject Preferred Shares Securities or the Underlying Common Sponsor Warrants may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except in a transaction that is in compliance with the Securities Act and applicable state securities laws. Except as provided in the Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Preferred Shares (or the Underlying Common, as applicable), Securities or Sponsor Warrants, reasonably satisfactory to the Company (as determined by the Company within 3 Business Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if determines that applicable Law does not prohibit any transfers of the Subject Preferred Shares (or the Underlying Common), as applicable, or Sponsor Warrants at such time. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. (c) Without limitation to the generality of the foregoing, no Subscriber shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date.View More
Registration Rights. (a) At the Acquisition Closing, the Company and each Subscriber of the Subscribers shall execute and deliver the Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has agreed under certain circumstances to register the resale of the Subject Preferred Common Shares (and and the common stock of the Company, par value $0.0001 per share ("Common Stock") of the Company into which the Preferred Utilization Fee Shares may be converted, the "Underlying Com...mon"), each under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws. (b) None of the Subject Preferred Common Shares or the Underlying Common Utilization Fee Shares may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except pursuant to a registration statement or in a transaction that is in compliance with exempt from the registration requirements of the Securities Act and applicable state securities laws. Except as provided in the Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Preferred Common Shares (or the Underlying Common, as applicable), and Utilization Fee Shares, reasonably satisfactory to the Company (as determined by the Company within 3 Business Trading Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with pursuant to a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if determines that applicable Law does not prohibit any transfers of the Subject Preferred Common Shares (or the Underlying Common), as applicable, or Utilization Fee Shares, respectively, at such time. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. 5 (c) Without limitation to the generality of the foregoing, no Subscriber Subscribers shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date. View More
Registration Rights. (a) At the Acquisition Merger Closing, the Company and each Subscriber of the Subscribers shall execute and deliver the enter into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has agreed under certain circumstances will agree to (i) register the resale of the Subject Preferred Shares (and the common stock of the Company, par value $0.0001 per share ("Common Stock") of the Company Stock"), into which the Subject Preferred Shares may be conve...rted, the "Underlying Common"), Common")), each under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws. laws, (ii) use reasonable best efforts to cause such registration to be declared effective no later than 180 days following the Merger Closing and (iii) provide the Subscribers and certain other investors in the Company's equity securities with customary demand (limited to one demand for the Subscribers as a group) and piggyback registration rights. The Registration Rights Agreement shall include such additional terms and conditions as are customary and reasonably satisfactory to the Company and the Subscribers. 2 (b) None of the Subject Preferred Shares or the Underlying Common may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except pursuant to a registration statement or in a transaction that is in compliance with exempt from the registration requirements of the Securities Act and applicable state securities laws. Except as provided in the Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Preferred Shares (or the Underlying Common, as applicable), reasonably satisfactory to the Company (as determined by the Company within 3 three Business Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with pursuant to a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if the Company determines that applicable Law does not prohibit any transfers of the Subject Preferred Shares (or the Underlying Common), Common, as applicable, applicable) at such time. "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. (c) Without limitation to the generality of the foregoing, no Subscriber shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Merger Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date. View More
