Common use of Piggyback Registration Withdrawal Clause in Contracts

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration 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 the pricing of such Underwritten Offering. 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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c).

Appears in 3 contracts

Samples: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.), Agreement and Plan of Merger (Big Cypress Acquisition Corp.)

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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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration at least three (a3) in the case of a Piggyback Registration not involving an Underwritten Offering, business days prior to the effectiveness of the applicable Registration Statement or (b) in filed with the case of a Commission with respect to such Piggyback Registration involving an Underwritten Offering, or prior to the pricing launch of the Underwritten Offering with respect to such Underwritten OfferingPiggyback Registration, as applicable. 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 Commission in connection with a Piggyback Registration 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 in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 3 contracts

Samples: Investor Rights Agreement (Sunlight Financial Holdings Inc.), Investor Rights Agreement (Spartan Acquisition Corp. II), Limited Liability Company Agreement (Spartan Acquisition Corp. II)

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration not involving an Underwritten Offeringprior to, as applicable, the effectiveness of the applicable Registration Statement or (b) in filed with the case of a Commission with respect to such Piggyback Registration involving an or the launch of the Underwritten Offering, prior Offering with respect to the pricing of such Underwritten OfferingPiggyback Registration. 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 Commission in connection with a Piggyback Registration 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 in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(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 all or a portion of its Registrable Securities from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration not involving an Underwritten Offeringprior to, as applicable, the effectiveness of the applicable Registration Statement or (b) in filed with the case of a Commission with respect to such Piggyback Registration involving an or the launch of the Underwritten Offering, prior Offering with respect to the pricing of such Underwritten OfferingPiggyback Registration. 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 Commission in connection with a Piggyback Registration 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 in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Volta Inc.), Business Combination Agreement (Tortoise Acquisition Corp. II)

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to (ax) in the case of a Piggyback Registration not involving an Underwritten Offering, prior to the effectiveness of the applicable Registration Statement filed with the Commission with respect to such Piggyback Registration or (by) in the case of a any Piggyback Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering. 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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 2 contracts

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

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 the Company Acquiror and the Underwriter or Underwriters (if any) prior to the effectiveness of his, her or its intention the Registration Statement filed with the Commission with respect to withdraw such Registrable Securities from such Piggyback Registration (a) or in the case of a Piggyback Registration not involving an Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of a Piggyback Registration involving an Underwritten OfferingShelf Registration, prior to the pricing filing of such Underwritten Offeringthe applicable preliminary or “red hxxxxxx” Prospectus used for marketing of the relevant offering or takedown thereunder. The Company Acquiror (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 Commission in connection with a Piggyback Registration (excluding a Piggyback Registration by Hxxxxx(s) in connection with an Underwritten Takedown under Sections 2.1 to 2.6) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company Acquiror shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.8.3.

Appears in 2 contracts

Samples: Addendum Agreement (Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration that is not involving an Underwritten Offering, prior to the effectiveness of the applicable Registration Statement or filed with the Commission with respect to such Piggyback Registration and (b) in the case of a Piggyback Registration involving that is an Underwritten Offering, prior to the pricing filing of the applicable “red xxxxxxx” prospectus or prospectus supplement with respect to such Underwritten OfferingPiggyback Registration used for marketing such offering. 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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Symbotic Inc.), Agreement and Plan of Merger (SVF Investment Corp. 3)

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration 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 the pricing of such Underwritten Offering. 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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)2.3.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Osprey Technology Acquisition Corp.), Registration Rights Agreement (Osprey Technology Acquisition Corp.)

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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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration not involving an Underwritten Offering, the effectiveness Offering off of an existing registration statement of the applicable Registration Statement or (b) in the case of a Piggyback Registration involving an Underwritten OfferingCompany, prior to the pricing of such Underwritten Offeringoffering. 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 Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration StatementStatement or, in the case of an Underwritten Offering off of an existing registration statement of the Company, may withdraw the offering at any time prior to the pricing of such offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses reasonably incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (PSQ Holdings, Inc.), Registration Rights Agreement (Colombier Acquisition Corp.)

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 the Company NewCo and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration not involving an Underwritten Offeringprior to, as applicable, the effectiveness of the applicable Registration Statement or (b) in filed with the case of a Commission with respect to such Piggyback Registration involving an or the launch of the Underwritten Offering, prior Offering with respect to the pricing of such Underwritten OfferingPiggyback Registration. The Company NewCo (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 Commission in connection with a Piggyback Registration 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 in this Agreement, the Company NewCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)

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 the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration (a) in the case of a Piggyback Registration not involving an Underwritten Offeringprior to, as applicable, the effectiveness of the applicable Registration Statement registration statement, prospectus or (b) in prospectus supplement filed with the case of a Commission with respect to such Piggyback Registration involving an or the launch of the Underwritten Offering, prior Offering with respect to the pricing of such Underwritten OfferingPiggyback Registration. 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 registration statement, prospectus or prospectus supplement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such registration statement, prospectus or prospectus supplement or abandon an Underwritten Offering in connection with a Piggyback Registration Statementat any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.2.3.

Appears in 1 contract

Samples: Business Combination Agreement (Pyrophyte Acquisition Corp.)

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 the Company PubCo and the Underwriter or Underwriters (if any) prior to the effectiveness of his, her or its intention the Registration Statement filed with the Commission with respect to withdraw such Registrable Securities from such Piggyback Registration (a) or in the case of a Piggyback Registration not involving an Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of a Piggyback Registration involving an Underwritten OfferingShelf Registration, prior to the pricing filing of such Underwritten Offeringthe applicable preliminary or “red xxxxxxx” Prospectus used for marketing of the relevant offering or takedown thereunder. The Company PubCo (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 Commission in connection with a Piggyback Registration (excluding a Piggyback Registration by Holder(s) in connection with an Underwritten Takedown under Sections 2.1 to 2.6) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3(c)subsection 2.8.3.

Appears in 1 contract

Samples: Registration Rights Agreement (PropertyGuru Group LTD)

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