Common use of Block Trades Clause in Contracts

Block Trades. 2.4.1 Notwithstanding any other provisions of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least three (3) business days prior to the day such offering is to commence and the Company shall as promptly as is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such Block Trade.

Appears in 4 contracts

Samples: Registration Rights Agreement (Iris Acquisition Corp), Registration Rights Agreement (JATT Acquisition Corp), Registration Rights Agreement (MoonLake Immunotherapeutics)

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Block Trades. 2.4.1 2.3.1 Notwithstanding the foregoing, at any other provisions of this Agreement, but subject time and from time to Section 3.4time when an effective Shelf is on file with the Commission, if a Demanding Holder desires wishes to effect engage in a Block Trade, (x) with a total offering price reasonably expected to exceed, exceed $75 million in the aggregate, either (x) the Minimum Takedown Threshold aggregate or (y) with respect to all remaining Registrable Securities held by such the Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least three five (35) business days prior to the day such offering is to commence and the Company shall as promptly expeditiously as is reasonably practicable, possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holder Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such the Block Trade.

Appears in 3 contracts

Samples: Registration Rights Agreement (Scilex Holding Company/De), Registration Rights Agreement (American Acquisition Opportunity Inc.), Registration Rights Agreement (Sorrento Therapeutics, Inc.)

Block Trades. 2.4.1 2.5.1 Notwithstanding any other provisions provision of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block Trade, Trade with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold Amount or (y) all remaining Registrable Securities held by such the Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1subsection 2.1.4, such Demanding Holder only needs to shall notify the Company of the Block Trade at least three (3) business days five Business Days prior to the day such offering is to commence and the Company shall as promptly expeditiously as is reasonably practicable, possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holder Holders wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such the Block Trade.

Appears in 3 contracts

Samples: Registration Rights Agreement (EQRx, Inc.), Registration Rights Agreement (CM Life Sciences III Inc.), Registration Rights Agreement (CM Life Sciences III Inc.)

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Block Trades. 2.4.1 Notwithstanding any other provisions of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.12.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least three (3) business days prior to the day such offering is to commence and the Company shall as promptly as is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such Block Trade.

Appears in 2 contracts

Samples: Registration Rights Agreement (Zura Bio LTD), Registration Rights Agreement (JATT Acquisition Corp)

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