No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statement.
Appears in 9 contracts
Samples: Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreementapplicable lock-up restrictions) even if such shares are already included on an effective registration statement.
Appears in 6 contracts
Samples: Joinder Agreement (Oculis Holding AG), Joinder Agreement (Grove Collaborative Holdings, Inc.), Joinder Agreement (EdtechX Holdings Acquisition Corp. II)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which that are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement, and may request that Registrable Securities be registered or sold pursuant to a registration statement even if such Shares are eligible to be sold pursuant to Rule 144.
Appears in 5 contracts
Samples: Assumption Agreement (Molekule Group, Inc.), Assumption Agreement (AeroClean Technologies, Inc.), Assumption Agreement (AeroClean Technologies, LLC)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Shareholders Agreement) even if such shares are already included on an effective registration statement.
Appears in 5 contracts
Samples: Registration Rights Agreement (CompoSecure, Inc.), Joinder Agreement (Roman DBDR Tech Acquisition Corp.), Registration Rights Agreement (International Money Express, Inc.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement, and may request that Registrable Securities be registered or sold pursuant to a registration statement even if such Shares are eligible to be sold pursuant to Rule 144.
Appears in 4 contracts
Samples: Assumption Agreement (KLX Energy Services Holdings, Inc.), Assumption Agreement (KLX Energy Services Holdings, Inc.), Assumption Agreement (KLX Energy Services Holdings, Inc.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder or Specified Holder, as applicable, to sell any Registrable Securities pursuant to any effective registration statement. A Holder or Specified Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Royalty Pharma PLC), Registration Rights Agreement (Royalty Pharma PLC), Registration Rights Agreement (Royalty Pharma PLC)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement.
Appears in 4 contracts
Samples: Form of Registration Rights Agreement (Preston Hollow Community Capital, Inc.), Registration Rights Agreement (EWT Holdings I Corp.), Registration Rights Agreement (GMS Inc.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (CureVac N.V.), Registration Rights Agreement (CureVac B.V.), Registration Rights Agreement (CureVac B.V.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to any of the restrictions set forth in the Stockholders AgreementLock-Up Restrictions) even if such shares are already included on an effective registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Haleon PLC), Registration Rights Agreement (Haleon PLC)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and and, subject to Section 2.7, may sell any of its Registrable Securities in any manner in compliance with the terms of this Agreement and applicable law Law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares Registrable Securities are already included on an effective registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and and, subject to Section 2.7, may sell any of its Registrable Securities in any manner in compliance with applicable law Law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement.
Appears in 2 contracts
Samples: Assumption Agreement (Traeger, Inc.), Assumption Agreement (TGPX Holdings I LLC)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and, subject to Section 2.7 and the provisions of the Shareholders Agreement, may sell any of its Registrable Securities in any manner in compliance with applicable law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Americold Realty Trust), Registration Rights Agreement (Americold Realty Trust)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the compliance with any applicable lockup restrictions set forth in the Stockholders Agreementhereunder or under any agreement to which such Holder is a party) even if such shares are already included on an effective registration statement.
Appears in 1 contract
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A However, if any Holder is elects not required to include any of have its Registrable Securities included in any registration statementa Registration Statement filed pursuant to this Agreement, is not required then the Company’s obligation to sell any of its register such Holder’s Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statementpursuant hereto is terminated.
Appears in 1 contract
Samples: Registration Rights Agreement (Hepalife Technologies Inc)
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statementRegistration Statement. A Holder is not required to include any of its Registrable Securities in any registration statementRegistration Statement, is not required to sell any of its Registrable Securities which are included in any effective registration statementRegistration Statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statementRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Kingfish Holding Corp)
No Required Sale. Nothing Except to the extent set forth in Section 2.1(g) with respect to Starr II, nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject including pursuant to the restrictions set forth in the Stockholders AgreementRule 144) even if such shares are already included on an effective registration statement.
Appears in 1 contract
No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statementRegistration Statement. A Holder is not required to include any of its Registrable Securities in any registration statementRegistration Statement, is not required to sell any of its Registrable Securities which are included in any effective registration statementRegistration Statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (subject to the restrictions set forth in the Stockholders Agreement) even if such shares are already included on an effective registration statement.Registration Statement
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kingfish Holding Corp)
