Common use of PIPE Securities Clause in Contracts

PIPE Securities. The Investors hereby acknowledge that the Company and/or Pubco has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Company and/or Pubco (as applicable) and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and Pubco shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

Appears in 3 contracts

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

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PIPE Securities. The Investors hereby acknowledge that the Company Purchaser and/or Pubco has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Company Purchaser and/or Pubco (as applicable) and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company Purchaser or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and Pubco the Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

Appears in 3 contracts

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

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PIPE Securities. The Investors hereby acknowledge that SPAC, the Company Company, and/or Pubco PubCo has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between SPAC, the Company Company, and/or Pubco PubCo (as applicable) and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of SPAC, the Company Company, or Pubco PubCo to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and the SPAC, the Company, and/or Pubco shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such Registration has restricted or impaired the ability of the Purchaser SPAC, the Company, and/or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

Appears in 1 contract

Samples: Merger Agreement (Bayview Acquisition Corp)

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