Common use of Limitations on Demand and Piggyback Rights Clause in Contracts

Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the SEC or any successor or similar forms, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 5 contracts

Samples: Registration Rights Agreement (Steinway Musical Instruments Holdings, Inc.), Stockholders Agreement (Mister Car Wash, Inc.), Stockholders Agreement (Mister Car Wash, Inc.)

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Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 5 contracts

Samples: Principal Stockholders Agreement (Ortho Clinical Diagnostics Holdings PLC), Principal Stockholders Agreement (Atotech LTD), Principal Stockholders Agreement (Atotech LTD)

Limitations on Demand and Piggyback Rights. (iA) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, none of the Stockholders will not have demand, piggyback or other registration rights with respect to registered primary offerings by the Company Parent (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the SEC or any successor or similar forms, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 2 contracts

Samples: Stockholders Agreement (Life Time Group Holdings, Inc.), Stockholders Agreement (Life Time Group Holdings, Inc.)

Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Carlyle Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 2 contracts

Samples: Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC), Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC)

Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Rights Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii) where the Shares Securities are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than SharesSecurities, even if such securities are convertible into or exchangeable or exercisable for SharesSecurities.

Appears in 2 contracts

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

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Limitations on Demand and Piggyback Rights. (ia) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup “lock-up” arrangements, and such demand must be deferred until such lockup “lock-up” arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Investors will not have piggyback or other registration rights with respect to registered primary offerings by the Company (iA) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (iiB) where the Shares securities are not being sold for cash or (iiiC) where the offering is a bona fide offering of securities other than SharesCommon Stock, even if such securities are convertible into or exchangeable or exercisable for SharesCommon Stock.

Appears in 2 contracts

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

Limitations on Demand and Piggyback Rights. (ia) Any demand for the filing of a registration statement Registration Statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders Equityholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC Registration Statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 1 contract

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

Limitations on Demand and Piggyback Rights. (i) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, none of the Sponsor Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i1) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii2) where the Shares are not being sold for cash or (iii3) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

Appears in 1 contract

Samples: Stockholders Agreement (Primo Water Corp /CN/)

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