Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c).
Appears in 5 contracts
Samples: Investor Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.)
Piggyback Registration Withdrawal. Any Holder The Investor shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo Company and the Underwriter or Underwriters (if any) of such Holderthe Investor’s intention to withdraw from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c).
Appears in 3 contracts
Samples: Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or a portion of its Registrable Securities from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (a) in the case of a Piggyback Registration pursuant not involving an Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of a Piggyback Registration involving an Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c2.3(c).
Appears in 3 contracts
Samples: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.), Merger Agreement (Big Cypress Acquisition Corp.)
Piggyback Registration Withdrawal. Any Holder Stockholder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing filing of the applicable “red hxxxxxx” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this AgreementAgreement (other than Section 2.1.6), PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)2.2.3.
Appears in 3 contracts
Samples: Registration Rights Agreement (Stammtisch Investments LLC), Registration Rights Agreement (Khan Nazar M.), Registration Rights Agreement (Ikonics Corp)
Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo shall be responsible for the all Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c).
Appears in 2 contracts
Samples: Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.), Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (x) in the case of a Piggyback Registration pursuant not involving an Unwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (y), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering or Shelf Underwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.3.3.
Appears in 2 contracts
Samples: Registration Rights Agreement (VERRA MOBILITY Corp), Merger Agreement (Gores Holdings II, Inc.)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo HoldCo and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant Registration Statement filed with the Commission with respect to such Piggyback Registration, or, if such Piggyback Registration is in connection with an underwritten offering pursuant to such Piggyback Registration oran effective shelf registration statement, in then prior to the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing public announcement of such transactionoffering. PubCo HoldCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo HoldCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.
Appears in 2 contracts
Samples: Investor Rights Agreement (Alterola Biotech Inc.), Investor Rights Agreement (Chain Bridge I)
Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to to, as applicable, the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in or the case launch of a the Underwritten Offering with respect to such Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration StatementStatement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.
Appears in 2 contracts
Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in or the case launch of a the Underwritten Offering with respect to such Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration StatementStatement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary set forth in this Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.
Appears in 1 contract
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities included in a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (x) in the case of a Piggyback Registration pursuant not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering or Shelf Underwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.
Appears in 1 contract
Samples: Registration Rights Agreement (Silver Run Acquisition Corp)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Offering, and related obligations, shall be governed by subsection 2.1.7) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to the pricing filing of the relevant offering pursuant to such Piggyback Registration or, in applicable “red herring” prospectus or prospectus supplement used for marketing the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration StatementUnderwritten Offering. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3. The Company (whether on its own good faith determination or as a result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw an Underwritten Offering undertaken for the Company’s account at any time prior to the effectiveness of such Registration Statement.
Appears in 1 contract
Samples: Merger Agreement (Nxu, Inc.)