Common use of Block Trades Clause in Contracts

Block Trades. If a Demanding Holder wishes to consummate an overnight block trade (on either an SEC registered or non-registered basis), then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the Company, endeavor to give the Company sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting an SEC registered underwritten block trade, (i) shall give the Company written notice of the transaction and the anticipated launch date of the transaction at least two (2) Business Days prior to the anticipated launch date of the transaction, (ii) the Company shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (iii) the other Demanding Holders shall have one (1) Business Day prior to the launch of the transaction to determine if they wish to participate in the block trade, and (iv) the Company shall include in the block trade only shares held by the Demanding Holders. Any Registration effected pursuant to this subsection 2.3.8. shall not be counted as Demand Registrations effected pursuant to Section 2.1 but shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in subsection 2.3.7.

Appears in 3 contracts

Samples: Investor Rights Agreement (Daily Mail & General Trust PLC), Investor Rights Agreement (Cazoo Group LTD), Investor Rights Agreement (Ajax I)

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Block Trades. (a) If a Demanding Holder (as defined below) wishes to consummate an overnight block trade a Block Trade (on either an SEC a Commission registered or non-registered basis), then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the CompanyPubCo, endeavor to give the Company PubCo sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting an SEC a Commission registered underwritten block trade, Block Trade (i1) shall give the Company PubCo written notice of the transaction and the anticipated launch date of the transaction at least two five (25) Business Days prior to the anticipated launch date of the transaction, (ii2) the Company PubCo shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (iii3) the other Demanding Holders shall have one (1) Business Day prior to the launch of the transaction to determine if they wish to participate in the block tradeBlock Trade, and (iv4) the Company PubCo shall include in the block trade Block Trade only shares held by the Demanding Holders. Any Registration effected pursuant to this subsection 2.3.8. Section 1.1.8 shall not be counted as Demand Registrations effected pursuant to Section 2.1 but 1.2. (b) Investor in a Block Trade shall be deemed an Underwritten Shelf Takedown and within have the cap on Underwritten Shelf Takedowns provided in subsection 2.3.7right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

Appears in 2 contracts

Samples: Share Subscription Agreement (Lanvin Group Holdings LTD), Relationship Agreement (Lanvin Group Holdings LTD)

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Block Trades. If a Demanding Holder wishes to consummate an overnight block trade (on either an SEC registered or non-registered basis), then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the Company, endeavor to give the Company sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting an SEC registered underwritten block trade, (i1) shall give the Company written notice of the transaction and the anticipated launch date of the transaction at least two (2) Business Days business days prior to the anticipated launch date of the transaction, (ii2) the Company shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (iii3) the other Demanding Holders shall have one (1) Business Day business day prior to the launch of the transaction to determine if they wish to participate in the block trade, and (iv4) the Company shall include in the block trade only shares held by the Demanding Holders. Any Registration effected pursuant to this subsection 2.3.8. Section 2.3.8 shall not be counted as Demand Registrations effected pursuant to Section 2.1 but shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in subsection Section 2.3.7.

Appears in 2 contracts

Samples: Registration Rights and Lock Up Agreement (CarLotz, Inc.), Merger Agreement (Acamar Partners Acquisition Corp.)

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