Common use of Certain Limitations on Registration Rights Clause in Contracts

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 17 contracts

Samples: Joinder Agreement (EdtechX Holdings Acquisition Corp. II), Registration Rights Agreement (CompoSecure, Inc.), Joinder Agreement (23andMe Holding Co.)

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Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such the underwriting agreement and no Person may participate in such underwritten registration or offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof hereof, and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 15 contracts

Samples: Registration Rights Agreement (Kingfish Holding Corp), Agreement and Plan of Merger (Kingfish Holding Corp), Registration Rights Agreement (Weber Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such the underwriting agreement and no Person may participate in such underwritten registration or offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof hereof, and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 10 contracts

Samples: Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such an underwriting agreement and no Person may participate in such underwritten offering registration unless such Person (i) agrees to sell such Person’s 's securities on the basis provided therein and and, subject to Section 3.1 hereof, completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s 's securities.

Appears in 10 contracts

Samples: Registration Rights Agreement (Hexcel Corp /De/), Stock Purchase Agreement (Hexcel Corp /De/), Registration Rights Agreement (Hexcel Corp /De/)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney, if any) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 7 contracts

Samples: Assumption Agreement (Traeger, Inc.), Assumption Agreement (TGPX Holdings I LLC), Assumption Agreement (KLX Energy Services Holdings, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company Splitco has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company Splitco or the underwriter as may be necessary to register such Person’s securities.

Appears in 6 contracts

Samples: Joinder Agreement (Cannae Holdings, Inc.), Joinder Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 5 contracts

Samples: Registration Rights Agreement (Southeastern Grocers, Inc.), Joinder Agreement (Ceridian HCM Holding Inc.), Registration Rights Agreement (Ceridian HCM Holding Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such underwriting agreement and no Person may participate in such underwritten offering registration unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 5 contracts

Samples: Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 4 contracts

Samples: Registration Rights Agreement (Loyalty Ventures Inc.), Registration Rights Agreement (Alliance Data Systems Corp), Form of Registration Rights Agreement (Victoria's Secret & Co.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, offering or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, questionnaires and other documents (including custody agreements and powers of attorney, if any) which that must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 3 contracts

Samples: Assumption Agreement (Molekule Group, Inc.), Assumption Agreement (AeroClean Technologies, Inc.), Assumption Agreement (AeroClean Technologies, LLC)

Certain Limitations on Registration Rights. In the case of any registration or underwritten offering under Section Sections 2.1 involving an underwritten offering, or, in the case of a registration under Section or 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such registration or underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten registration or offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, certificates and other documents (including custody agreements and powers of attorney, if any) which must be executed in connection therewith; provided, however, that all such documents shall be consistent in all material respects with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register or sell such Person’s securities.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)

Certain Limitations on Registration Rights. In the case of any ------------------------------------------ registration under Section 2.1 involving pursuant to an underwritten offering, or, or in the case of a registration under Section 2.2, 2.2 if the Company has determined to enter into an underwriting agreement in connection therewith, all securities Registrable Securities to be included in such underwritten offering registration shall be subject to such an underwriting agreement and no Person person may participate in such underwritten offering registration unless such Person (i) person agrees to sell such Person’s person's securities on the basis provided therein and completes and executes all reasonable questionnaires, indemnities, underwriting agreements, lock-up letters and other documents (including custody agreements and other than powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securitiesHolder's Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pny Technologies Inc), Registration Rights Agreement (Pny Technologies Inc)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, or in the case of a registration under Section 2.2, 2.2 if the Company has determined to enter into an underwriting agreement in connection therewith, all securities Registrable Securities to be included in such underwritten offering registration shall be subject to such an underwriting agreement and no Person person may participate in such underwritten offering registration unless such Person (i) person agrees to sell such Person’s person's securities on the basis provided therein and completes and and/or executes all reasonable questionnaires, indemnities, lock-ups, underwriting agreements and other documents (including custody agreements and other than powers of attorney) ), in each case in customary form and substance, which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Polo Ralph Lauren Corp), Registration Rights Agreement (Polo Ralph Lauren Corp)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with therewith as reasonably requested by the provisions hereof and (ii) provides such other information to underwriters for the Company or the underwriter as may be necessary to register such Person’s securitiespurpose of effectively consummating any underwritten offer.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (FTT Holdings, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and agreements, powers of attorney, indemnities, lock-up agreements) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Joinder Agreement (Oculis Holding AG), Joinder Agreement (Grove Collaborative Holdings, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, questionnaires and other documents (including custody agreements and powers of attorney, if any) which that must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Assumption Agreement (Covia Holdings Corp), Stockholders Agreement (Fairmount Santrol Holdings Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 3.1 involving an underwritten offering, or, in the case of a registration under Section 2.23.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Stockholders’ Agreement (INC Research Holdings, Inc.), Stockholders’ Agreement (INC Research Holdings, Inc.)

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Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such the underwriting agreement and no Person may participate in such underwritten registration or offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney, if any) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Americold Realty Trust), Registration Rights Agreement (Americold Realty Trust)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must are reasonably requested to be executed in connection therewith; provided, however, that all such documents shall be materially consistent with the provisions hereof hereof, and (ii) provides such other information to the Company or the underwriter as may be reasonably necessary to register such Person’s securities, in each case, subject to the terms and conditions in this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (MN8 Energy, Inc.), Registration Rights Agreement (MN8 Energy, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof hereof, and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Party City Holdco Inc.), Registration Rights Agreement (Party City Holdco Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, or in the case of a registration under Section 2.2, 2.2 if the Company has determined to enter into an underwriting agreement in connection therewith, all securities (including all Registrable Securities) to be included in such underwritten offering registration shall be subject to such an underwriting agreement and no Person may participate in such underwritten offering registration unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and/or executes the underwriting agreement and executes all reasonable questionnaires, questionnaires and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Memec Inc)

Certain Limitations on Registration Rights. In the case of any registration under Section ‎Section 2.1 involving an underwritten offering, or, in the case of a registration under Section ‎Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Loyalty Ventures Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s 's securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s 's securities.

Appears in 1 contract

Samples: Registration Rights Agreement (International Money Express, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering registration shall be subject to such an underwriting agreement and no Person may participate in such underwritten offering registration unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and and, subject to Section 3.1 hereof, completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the managing underwriter as may be necessary to register such Person’s securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Safe Bulkers, Inc.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 2.01 involving an underwritten offering, or, in the case of a registration under Section 2.22.02, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Appears in 1 contract

Samples: Joinder Agreement (Isos Acquisition Corp.)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s 's securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be substantially consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s 's securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Mindray Medical International LTD)

Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company Parent has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company Parent or the underwriter as may be necessary to register such Person’s securities.

Appears in 1 contract

Samples: Joinder Agreement (Petros Pharmaceuticals, Inc.)

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