Common use of Demand Registration Withdrawal Clause in Contracts

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 5 contracts

Samples: Exchange Agreement (Organogenesis Holdings Inc.), Registration Rights Agreement (Organogenesis Holdings Inc.), Stockholders’ Agreement (Avista Healthcare Public Acquisition Corp.)

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Demand Registration Withdrawal. Any Cxxxx Investments (in the case of a Registration under subsection 2.1.1 demanded by Cxxxx Investments), a majority-in-interest of the Demanding Holders initiating a Demand Registration or any a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (x) or in the case of a Demand an Underwritten Registration not involving any Underwritten Offeringpursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicableoffering). Notwithstanding anything to the contrary in this Agreement, AHPAC (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 3.6.

Appears in 4 contracts

Samples: Registration Rights Agreement (Concord Acquisition Corp III), Registration Rights Agreement (Concord Acquisition Corp III), Registration Rights Agreement (Concord Acquisition Corp II)

Demand Registration Withdrawal. Any Xxxxx Investments (in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments), a majority-in-interest of the Demanding Holders initiating a Demand Registration or any a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (x) or in the case of a Demand an Underwritten Registration not involving any Underwritten Offeringpursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicableoffering). Notwithstanding anything to the contrary in this Agreement, AHPAC (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 3.6.

Appears in 4 contracts

Samples: Registration Rights Agreement (Concord Acquisition Corp II), Registration Rights Agreement (Concord Acquisition Corp), Registration Rights Agreement (Concord Acquisition Corp)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration Holder or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 Holder shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any an Underwritten Offering, the effectiveness of the applicable Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration, or (y) in the case of any a Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 3 contracts

Samples: Registration Rights Agreement (Brand Engagement Network Inc.), Registration Rights Agreement (BioPlus Acquisition Corp.), Letter Agreement (BioPlus Acquisition Corp.)

Demand Registration Withdrawal. Any A majority-in-interest of the Demanding Holders initiating a Demand Registration or any a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any an Underwritten Offering, the effectiveness of the applicable Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration, or (y) in the case of any a Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 2 contracts

Samples: Letter Agreement (Global Technology Acquisition Corp. I), Registration Rights Agreement (Global Technology Acquisition Corp. I)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 1 contract

Samples: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)

Demand Registration Withdrawal. Any of the A Demanding Holders initiating Holder or a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 Holder shall have the right to withdraw from all or any portion of its Registrable Securities included in a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Corporation and the Underwriter or Underwriters (if any) of their its intention to so withdraw from such Registration at any time prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Corporation shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable; provided, further, that a withdrawn Demand Registration shall not decrease the number of Demand Registrations the Demanding Holder shall have the right and option to request under this Section 2.1. Notwithstanding anything to the contrary in this Agreement, AHPAC the Corporation shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5Section 2.1.6.

Appears in 1 contract

Samples: Registration Rights Agreement (Altus Midstream Co)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration Holder or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 Holder shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any an Underwritten Offering, the effectiveness of the applicable Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration or (y) in the case of any a Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 1 contract

Samples: Registration Rights Agreement (Wm Technology, Inc.)

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Demand Registration Withdrawal. Any A majority-in-interest of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (xi) in the case of a Demand Registration not involving any an Underwritten Offering, the effectiveness of the applicable Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration, or (yii) in the case of any a Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 1 contract

Samples: Registration Rights Agreement (Insight Acquisition Corp. /DE)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration Holder, Shelf Demanding Holder, Requesting Holder or any of the Shelf Requesting Holders (if any), Holder pursuant to a an Underwritten Registration under subsection 2.1.1 2.2.1 (as applicable) shall have the right to withdraw in good faith from a Registration pursuant to such Demand Registration or a Shelf Underwritten Offering pursuant to subsection 2.1.1 2.1.3 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw in good faith from such Registration prior to the effectiveness of the Registration Statement (x) or, in the case of a Demand Registration not involving any Shelf Underwritten Offering, at least 5 Business Days prior to the effectiveness time of the pricing of the applicable offering) filed with the Commission with respect to the Registration Statement or (y) in the case of any their Registrable Securities pursuant to such Demand Registration involving an or Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to its withdrawal of any such Holder under this subsection 2.1.52.2.5.

Appears in 1 contract

Samples: Business Combination Agreement (Rigel Resource Acquisition Corp.)

Demand Registration Withdrawal. Any of the A Demanding Holders initiating Holder or a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 Holder shall have the right to withdraw from all or any portion of its Registrable Securities included in a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their its intention to so withdraw from such Registration at any time prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 1 contract

Samples: Adoption Agreement (Kayne Anderson Acquisition Corp)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration Holder or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 Holder shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any an Underwritten Offering, to the effectiveness of the applicable Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration or (y) in the case of any a Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Appears in 1 contract

Samples: Registration Rights Agreement (Silver Spike Acquisition Corp.)

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration, AHPAC the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, AHPAC the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.. 2.2

Appears in 1 contract

Samples: Registration Rights Agreement (Avista Healthcare Public Acquisition Corp.)

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