Common use of Obligation to Suspend Distribution Clause in Contracts

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 7 contracts

Samples: Seller Registration Rights Agreement (Aimei Health Technology Co., Ltd.), Business Combination Agreement (Golden Star Acquisition Corp), Seller Registration Rights Agreement (Golden Star Acquisition Corp)

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Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoPurchaser, each such Investor will deliver to Pubco Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Arogo Capital Acquisition Corp.), Registration Rights Agreement (Arogo Capital Acquisition Corp.), Seller Registration Rights Agreement (Tottenham Acquisition I LTD)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 5 contracts

Samples: Form of Registration Rights Agreement (AIB Acquisition Corp), Seller Registration Rights Agreement (NWTN, Inc.), Registration Rights Agreement (Kalera Public LTD Co)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoPurchaser, each such Investor will deliver to Pubco Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 4 contracts

Samples: Form of Registration Rights Agreement (Pono Capital Two, Inc.), Registration Rights Agreement (ProSomnus, Inc.), Registration Rights Agreement (Pono Capital Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv) or (v), or or, in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by the Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) 3.1.4 or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor holder will deliver to Pubco all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 2 contracts

Samples: Registration Rights Agreement (Golden Star Acquisition Corp), Business Combination Agreement (Golden Star Acquisition Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor will deliver to Pubco the Company all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 2 contracts

Samples: Form of Registration Rights Agreement (Pono Capital Three, Inc.), Business Combination Agreement (Pono Capital Three, Inc.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) ), or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 2 contracts

Samples: Registration Rights Agreement (International General Insurance Holdings Ltd.), Registration Rights Agreement (Tiberius Acquisition Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration S-3 pursuant to Section 2.3 2.2.4 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor holder will deliver to Pubco the Company all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 2 contracts

Samples: Registration Rights Agreement (Solidion Technology Inc.), Registration Rights Agreement (Redwoods Acquisition Corp.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor Holder holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor Holder will deliver to Pubco all copies, other than permanent file copies then in such InvestorHolder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Hainan Manaslu Acquisition Corp.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 2.4 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor Holder holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoPurchaser, each such Investor Holder will deliver to Pubco Purchaser all copies, other than permanent file copies then in such InvestorHolder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Andina Acquisition Corp. III)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Parent of the happening of any event of the kind described in Section 3.1.4(iv) or (v), or or, in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration Registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoParent, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by Pubcothe Parent’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoParent’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration Registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) 3.1.4 or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoParent’s securities is removed, as applicable, and, if so directed by PubcoPxxxxx, each such Investor holder will deliver to Pubco Parent all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Flag Ship Acquisition Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoPurchaser, each such Investor will shall deliver to Pubco Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Seller Registration Rights Agreement (Apeiron Capital Investment Corp.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor will deliver to Pubco the Company all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (New Horizon Aircraft Ltd.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor Holder holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor Holder will deliver to Pubco the Company all copies, other than permanent file copies then in such InvestorHolder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Malacca Straits Acquisition Co LTD)

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Obligation to Suspend Distribution. Upon receipt of any notice from Pubco PubCo of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPubCo, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by PubcoPubCo’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPubCo’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPubCo’s securities is removed, as applicable, and, if so directed by PubcoPubCo, each such Investor will deliver to Pubco PubCo all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bayview Acquisition Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration S-3 pursuant to Section 2.3 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor Holder holding Registrable Securities included in any registration Registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor Xxxxxx receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor Holder will deliver to Pubco the Company all copies, other than permanent file copies then in such InvestorHolder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Inception Growth Acquisition LTD)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv) or (v), or or, in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration S-3 pursuant to Section 2.3 2.2.4 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) 3.1.4 or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor holder will deliver to Pubco the Company all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (NWTN, Inc.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv) or (v), or or, in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by the Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) 3.1.4 or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by PubcoPxxxx, each such Investor holder will deliver to Pubco all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Aimei Health Technology Co., Ltd.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoXxxxxxxxx, each such Investor will deliver to Pubco Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Nature's Miracle Holding Inc.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration S-3 pursuant to Section 2.3 2.2.4 hereof, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor holder will deliver to Pubco the Company all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Yotta Acquisition Corp)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco the Company of the happening of any event of the kind described in Section 3.1.4(iv3.1.6(d), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, or in the case of a resale registration on Short Form Registration S-3 pursuant to Section 2.3 hereof2.3, upon any suspension by Pubcothe Company, pursuant to a written ixxxxxx xxxxxxx xxxxxxx compliance program adopted by Pubcothe Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubcothe Company’s securities because of the existence of material non-public information, each Investor holding holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv3.1.6(d) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubcothe Company’s securities is removed, as applicable, and, if so directed by Pubcothe Company, each such Investor holder will deliver to Pubco the Company all copies, other than permanent file copies then in such Investorholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (99 Acquisition Group Inc.)

Obligation to Suspend Distribution. Upon receipt of any notice from Pubco Purchaser of the happening of any event of the kind described in Section 3.1.4(iv3.1.6(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by PubcoPurchaser, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by PubcoPurchaser’s Board of Directors, of the ability of all “insiders” covered by such program to transact in PubcoPurchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv3.1.6(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in PubcoPurchaser’s securities is removed, as applicable, and, if so directed by PubcoPurchaser, each such Investor will deliver to Pubco Purchaser all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Financial Strategies Acquisition Corp.)

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