Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser or an OfferPad Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor, the Forward Purchasers and the OfferPad Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Offerpad Solutions Inc.), Registration Rights Agreement (Offerpad Solutions Inc.), Registration Rights Agreement (Supernova Partners Acquisition Company, Inc.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, GAMC Majority Holders or a Forward Purchaser or an OfferPad Bolt Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each year, once at the request of the SponsorGAMC Majority Holders, on the Forward Purchasers one hand, and once at the OfferPad request of the Bolt Holders, collectively, on the other.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bolt Projects Holdings, Inc.), Registration Rights Agreement (Golden Arrow Merger Corp.), Business Combination Agreement (Golden Arrow Merger Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser Sponsor Holder or an OfferPad Embark Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for each of the SponsorSponsor Holders, collectively, and (ii) twice per calendar year for the Forward Purchasers and the OfferPad Embark Holders, collectively.
Appears in 3 contracts
Samples: Registration Rights Agreement (Embark Technology, Inc.), Registration Rights Agreement (Northern Genesis Acquisition Corp. II), Merger Agreement (Northern Genesis Acquisition Corp. II)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser SPAC Holder or an OfferPad Holdera Xxxxxxx Xxxxxx, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice by a Subsequent Shelf Registration Statement once per calendar year for each of the Sponsor, the Forward Purchasers SPAC Holders (as a group) and the OfferPad HoldersHeramba Holders (as a group).
Appears in 2 contracts
Samples: Registration Rights Agreement (Heramba Electric PLC), Business Combination Agreement (Project Energy Reimagined Acquisition Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser an IPVF Holder or an OfferPad Aspiration Partners Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor(i) IPVF Holders (other than EarlyBird), collectively, (ii) EarlyBird or (iii) the Forward Purchasers and the OfferPad Aspiration Partners Holders, collectively.
Appears in 2 contracts
Samples: Registration Rights Agreement (InterPrivate III Financial Partners Inc.), Registration Rights Agreement (InterPrivate III Financial Partners Inc.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser SPAC Holder or an OfferPad a Filament Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor, the Forward Purchasers other SPAC Holders (as a group) and the OfferPad HoldersFilament Holders (as a group).
Appears in 1 contract
Samples: Business Combination Agreement (Jupiter Acquisition Corp)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Forward Purchaser CND Majority Holders or an OfferPad Holderany Exxxxx.xxx Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each year, once at the request of the SponsorCND Majority Holders, collectively, on the Forward Purchasers one hand, and once at the OfferPad request of the Exxxxx.xxx Holders, collectively, on the other.
Appears in 1 contract
Samples: Registration Rights Agreement (Concord Acquisition Corp II)