Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 4 contracts
Samples: Registration Rights Agreement (Owlet, Inc.), Registration Rights Agreement (Owlet, Inc.), Registration Rights Agreement (Omnichannel Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock Ordinary Shares or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders shareholders of the Company, exceeds the Maximum Number of Securities, thenthen the Company shall include in any such Registration:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (A) first, the shares of Common Stock Ordinary Shares or other equity securities that the Company desires to sellsell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof. As between the Ordinary Shares of PIPE Investors and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof shall be allocated 80%, pro rata, based on the respective number of Registrable Securities that each Holder has so requested (regardless of the number of Registrable Securities held by each such Holder), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Securities.
(b) If the Registration is a “demand” registration undertaken at the demand of persons other than the Holders, (A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1subsection 2.2.1 hereof, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has so requested be included in such Underwritten Offering and (regardless of the aggregate number of Registrable Securities that the Holders have requested to be included in held by each such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (CHolder) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Ordinary Shares or other equity securities that the Company desires to sell, which sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiespersons, which that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 3 contracts
Samples: Registration Rights Agreement (Nexters Inc.), Business Combination Agreement (Nexters Inc.), Business Combination Agreement (Kismet Acquisition One Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering offering: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.12.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(bii) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering offering: (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.12.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(ciii) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.1(e).
Appears in 3 contracts
Samples: Registration Rights Agreement (SmartRent, Inc.), Registration Rights Agreement (Fifth Wall Acquisition Sponsor, LLC), Merger Agreement (Fifth Wall Acquisition Corp. I)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Stockholders in writing that the dollar amount or number of shares of Common Stock or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderStockholders, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders shareholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:
then the Company shall include in any such registration: (ai) If if the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2.1, 2.2 of the Existing Registration Rights Agreement (pro rata (x) with respect to Registrable Securities owned as nearly of the Effective Time and Existing Registrable Securities owned as practicable)of the date hereof, based on in accordance with 80% being allocated to the respective Stockholders and 20% to the Existing Holders and (y) with respect to Registrable Securities acquired after the Effective Time or Existing Registrable Securities acquired after the date hereof, in accordance with the number of Registrable Securities that each Holder has requested be included in shares of Common Stock which such Underwritten Offering Stockholders and the aggregate number of Registrable Securities that the Existing Holders have actually requested to be included in such Underwritten Offering or in registration, regardless of the number of shares of Common Stock with respect to which such other proportions as shall mutually be agreed Stockholders and Existing Holders have the right to by all request such selling Holders, which can be sold without exceeding the Maximum Number of Securitiesinclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares; and (ii) if the registration is a “demand” registration undertaken at the demand of persons other than the Stockholders pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2 of the Existing Registration Rights Agreement (pro rata in accordance with the number of shares of Registrable Securities and Existing Registrable Securities held by such Stockholders and Existing Holders, respectively, regardless of the number of shares of Registrable Securities and Existing Registrable Securities with respect to which such Stockholders and Existing Holders, respectively, have the right to request such inclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities that the Company desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which sell that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of SecuritiesShares; and (D) fourth, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated Stock, if any, as to register which registration has been requested pursuant to separate written contractual arrangements with piggy-back registration rights which such persons or entities, which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 3 contracts
Samples: Registration Rights Agreement (RGGPLS Holding, Inc.), Registration Rights Agreement (GRH Holdings, L.L.C.), Registration Rights Agreement (Millstream Acquisition Corp)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Sections 2.1(c), 2.2(d) or 2.3 (or, in the case of a Demand Registration or an Underwritten Offering that is offering of Registrable Securities pursuant to be a Piggyback Shelf Registration advises Statement, in each case, not being underwritten, the majority of the Holders) advise the Company and the Holders of the Registrable Securities participating included in the Piggyback Registration in writing that the dollar amount such offering, or number of shares of Common Stock if such managing Underwriter or other equity securities that Underwriters are unwilling to so advise, if the Company desires to sell, taken together and the Holders of the Registrable Securities included in such offering conclude after consultation with such managing Underwriter or Underwriters that (i) the shares size of Common Stock the offering that the Holders, the Company and such other persons intend to make or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities as requested to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securitiesbe included, then:
(a) If if the size of the offering is the basis of such determination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters (or, in the case of a Demand Registration or registered an offering is undertaken for the Company’s accountof Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders); provided that, in the event of a Demand Registration or pursuant to a Shelf Registration Statement, the securities to be included in such Demand Registration and Shelf Registration Statement shall be allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such Demand Registration or pursuant to a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all the securities referred to in clause (x) have been included, the number of securities that the Company shall proposes to include in any such Demand Registration or registered Shelf Registration Statement that, in the opinion of the managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to in clause (y) have been included in such registration, any other securities eligible for inclusion in such registration; provided, further that, in the event of a Piggy-Back Registration, the securities to be included in such Piggy-Back Registration shall be allocated, (A) first, 100% of the shares of Common Stock or other equity securities that proposed to be sold in such Piggyback Registration by the Company desires or any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, and only if all the securities referred to the extent that the Maximum Number of Securities has not been reached under the foregoing in clause (A)) have been included, the number of Registrable Securities that, in the opinion of Holders exercising their rights to register their such managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to Section 2.2.1a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can be sold without having such adverse effect, with such number to be allocated pro rata (as nearly as practicable), among the Holders that have requested to participate in such registration based on the respective relative number of Registrable Securities that then held by each such Holder has requested be and (iii) third, and only if all of the Registrable Securities referred to in clause (B) have been included in such Underwritten Offering and registration, any other securities eligible for inclusion in such registration.
(b) if the aggregate number kind of securities to be offered is the basis of such determination, (i) the Registrable Securities that the Holders have requested to be included in such Underwritten Offering or offering shall be reduced as described in such other proportions as shall mutually be agreed to by all such selling Holdersclause (a) above or, which can be sold without exceeding (ii) if the Maximum Number actions described in clause (i) would, in the good faith, best judgment of Securities; and the managing Underwriter (C) thirdor, to in the extent that the Maximum Number case of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which a Demand Registration or a registered an offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereofa Shelf Registration Statement, then in each case, not being underwritten, the Company shall include in any majority of the Holders), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such Registration or registered offering securities pursuant to Section 2.1.5offering, such Registrable Securities will be excluded from such offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Affinion Group Holdings, Inc.), Registration Rights Agreement (Affinion Group Holdings, Inc.), Registration Rights Agreement (Affinion Group, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Chijet Motor Company, Inc.), Registration Rights Agreement (Jupiter Wellness Acquisition Corp.), Registration Rights Agreement (Deep Medicine Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be for a Piggyback Registration Shelf Underwriting advises the Company Pubco and the Demanding Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that Registrable Securities which the Company desires Demanding Holders and the Other Selling Investors desire to sell, taken together with (i) the shares of all other New SPAC Common Stock or other equity securities which Pubco desires to sell concurrently (a “Concurrent Pubco Offering”) and the New SPAC Common Stock or other securities, if any, as to which an Underwritten Offering pursuant to a Registration or a registered offering by Pubco has been demanded requested concurrently pursuant to separate written contractual arrangements registration rights held by other security holders of Pubco (a “Concurrent Secondary Offering” and together with persons Concurrent Pubco Offering, a “Concurrent Offering”), exceeds the maximum dollar amount or entities other than maximum number of shares that can be sold in such offerings without adversely affecting the Holders proposed offering price, the timing, the distribution method, or the probability of Registrable Securities hereundersuccess of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then the following shall be included in such Shelf Underwriting and any Concurrent Offering: (iii) first, the Registrable Securities as to which registration the Demanding Holders have requested the Shelf Underwriting (pro rata in accordance with the number of securities that each applicable Person has been requested pursuant to Section 2.2 hereofbe included in such registration, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders regardless of the Company, exceeds the Maximum Number number of Securities, then:
securities held by each such Person (asuch proportion is referred to herein as “Pro Rata”)) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata which Other Selling Investors have requested be included in such Shelf Underwriting (as nearly as practicable), based on Pro Rata in accordance with the respective number of Registrable Securities securities that each Holder applicable Person has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities registration) that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of New SPAC Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company Pubco desires to sell, which sell in the Concurrent Pubco Offering that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of New SPAC Common Stock or other equity securities, if any, to be included in the Concurrent Secondary Offering (Pro Rata in accordance with the number of securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with each applicable Person has requested be included in such persons or entities, which registration) that can be sold without exceeding the Maximum Number of Securities; and
(c) If . In the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to event that Pubco securities that are convertible into New SPAC Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.1.2 shall include in any such Registration or registered offering Pubco securities pursuant on an as-converted to Section 2.1.5New SPAC Common Stock basis.
Appears in 2 contracts
Samples: Registration Rights Agreement (GCT Semiconductor Holding, Inc.), Registration Rights Agreement (Concord Acquisition Corp III)
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering or the price at which the offering would reasonably be expected to occur would be adversely affected by inclusion of the Registrable Securities requested to be included, then (i) with respect to a Piggyback Registration advises Demand Registration, if the size of the offering is the basis of such Underwriter’s or Underwriters’ determination, the Company and the Holders shall not be required to include in such registration an amount of Registrable Securities participating requested to be included in such offering equal to the Excess Amount, such reduction to be allocated (1) if the offering is pursuant to an ES Demand Registration, pro rata among all Selling Holders other than the Existing Stockholders (and their Permitted Transferees) according to the Pro Rata Share of such other Selling Holders, and (2) if the offering is not pursuant to an ES Demand Registration, pro rata among all Selling Holders according to the Pro Rata Share of such Selling Holders, and (ii) in the Piggyback case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders and Other Registration in writing that Rights Holders) and, with respect to the dollar amount Registrable Securities intended to be offered by Holders or Other Registration Rights Holders, such Registrable Securities shall be included pro rata on the basis of the number of shares of Common Stock or other equity securities that proposed to be included in the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Piggy-Back Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than by the Holders of Registrable Securities hereunderand Other Registration Rights Holders, (ii) the Registrable Securities as collectively; provided, however, that if such Other Registration Rights Holder is intending to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their offer Registrable Securities pursuant to Section 2.2.1a demand right granted by the Company, pro rata (as nearly as practicable), based on the respective number of such Other Registration Rights Holder’s Registrable Securities that each Holder has requested be included in such Underwritten Offering and shall have priority over the aggregate number of Registrable Securities that the Holders have requested proposed to be included in the Piggyback Registration by the Holders; and provided further that the proportion by which the amount of such Underwritten Offering class of securities intended to be offered by Holders or in Other Registration Rights Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other proportions as shall mutually be agreed Persons is reduced (it being understood that with respect to by all such selling the Holders, which can Other Registration Rights Holders, and third parties, such reduction may be sold without exceeding the Maximum Number all of Securities; and (C) third, to the extent that the Maximum Number such class of Securities has not been reached under the foregoing clauses (A) and (Bsecurities), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;.
(b) If If, as a result of the proration provisions of Section 2.3(a), any Holder or Other Registration Rights Holder shall not be entitled to include all Registrable Securities in a Demand Registration or registered offering is pursuant to a request by persons Piggy-Back Registration that such Holder or entities other than the Holders of Registrable Securities, then the Company shall include in any such Other Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Rights Holder has requested to be included included, such Holder or Other Registration Rights Holder may elect to withdraw his request to include Registrable Securities in such Underwritten Offering and the aggregate number of registration (a “Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder or Other Registration Rights Holder shall no longer have any right to include Registrable Securities that in the Holders have requested registration as to be included in which such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 2 contracts
Samples: Registration Rights Agreement (HHG Distributing, LLC), Registration Rights Agreement (Hhgregg, Inc.)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, Non-Holder Securities as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities (including any other than the Holders of Registrable Securities hereunder, applicable contractual piggy-back registration rights) and (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii2(b) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesThreshold, then:
(aA) If the Registration or registered offering is undertaken initiated by the Company primarily for the Company’s its own account, the Company number of shares of Common Stock to be included in such Underwritten Offering shall include in any such Registration or registered offering be allocated as follows: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding by the Maximum Number of SecuritiesCompany; (B) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, hereunder pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in shares of such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have Common Stock initially requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which the Holders that can be sold without exceeding the Maximum Number of SecuritiesThreshold; and (C) third, to the extent that the Maximum Number Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to separate written contractual rights that can be sold without exceeding the Maximum Threshold;
(B) If the Registration or registered offering is initiated for the account of stockholders of the Company other than the Holders of Registrable Securities, the number of shares of Common Stock to be included in such Underwritten Offering shall be allocated as follows: (A) first, the Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights that provide that such securities must be included on a pari passu basis to the Registrable Securities, and any Registrable Securities requested to be included, pro rata, based on the amount of such securities initially requested to be included or as such holders of Non-Holder Securities and Registrable Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (A) above, that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities that the Company desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which sell that can be sold without exceeding the Maximum Number of Securities;Threshold; and
(bC) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(sXxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof2(a)(iv), then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52(a)(v).
Appears in 2 contracts
Samples: Registration Rights Agreement (DevvStream Corp.), Registration Rights Agreement (Focus Impact Acquisition Corp.)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing lead Underwriter of an underwritten offering described in Section 2.01 or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Section 2.02 advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Parent in writing that the dollar amount or number of shares of Parent Common Stock or (including any Registrable Securities) that Parent, Stockholder and any other equity securities Persons intend to include in any Registration Statement is such that the Company desires to success of any such offering would be materially and adversely affected, including the price at which the securities can be sold or the number of Registrable Securities that any participant may sell, taken together with then the number of shares of Parent Common Stock to be included in the Registration Statement for the account of Parent, Stockholder and any other Persons will be reduced pro rata to the extent necessary to reduce the total number of securities to be included in any such Registration Statement to the number recommended by such lead Underwriter; provided that (a) priority in the case of a Demand Registration pursuant to Section 2.01 will be (i) first, the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderrequested to be included in the Registration Statement for the account of Stockholder, (ii) second, securities to be offered by Parent for its own account, (iii) third, securities requested to be included in the Registrable Securities Registration Statement by Tengelmann pursuant to any piggyback registration rights set forth in the Stockholder Agreement between Tengelmann and Parent dated as of the date hereof and (iv) fourth, pro rata among any other holders of securities of Parent having the right to be so included so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (b) priority in the case of a Registration Statement initiated by Parent for its own account which registration has been requested gives rise to a Piggyback Registration pursuant to Section 2.2 2.02 will be (i) first, securities initially proposed to be offered by Parent for its own account, (ii) second, securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to any piggyback registration rights set forth in the Stockholder Agreement between Tengelmann and Parent dated as of the date hereof and securities requested to be included in the Registration Statement for the account of Stockholder pursuant to Section 2.02 hereof, pro rata based on Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage, respectively, and (iii) the shares third, among any other securities of Common Stock or other equity securities, if any, as Parent requested to which Registration or a be registered offering has been requested pursuant to separate written a contractual piggy-back registration rights right so that the total number of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (c) priority in the case of a Registration or registered offering Statement initiated by Parent for the account of Tengelmann pursuant to registration rights afforded to Tengelmann pursuant to the Stockholder Agreement between Tengelmann and Parent dated as of the date hereof will be (Ai) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually the Registration Statement for the account of Tengelmann, (ii) second, securities to be agreed to offered by all such selling HoldersParent for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have securities requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities Registration Statement for the account of other persons or entities that the Company is obligated to register Stockholder pursuant to separate written contractual arrangements with such persons or entitiesSection 2.02 hereof and (iv) fourth, which can among any other securities of Parent requested to be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request contractual right so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by Holder(ssuch lead Underwriter, and (d) priority with respect to inclusion of Registrable Securities securities in a Registration Statement initiated by Parent for the account of holders other than Stockholder and Tengelmann pursuant to registration rights afforded such holders will be (i) first, pro rata among securities requested to be included in the Registration Statement for the account of such holders, (ii) second, securities requested to be included in the Registration Statement by Parent for its own account, (iii) third, securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to any piggyback registration rights set forth in the Stockholder Agreement between Tengelmann and Parent dated as of the date hereof and securities requested to be included in the Registration Statement for the account of Stockholder pursuant to Section 2.1 2.02 hereof, then pro rata based on Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage, respectively, and (iv) fourth, pro rata among any other securities of Parent requested to be registered pursuant to a contractual right so that the Company shall include total number of securities to be included in any such Registration or registered offering securities pursuant to Section 2.1.5for the account of all such Persons will not exceed the number recommended by such lead Underwriter.
Appears in 2 contracts
Samples: Stockholder Agreement (Great Atlantic & Pacific Tea Co Inc), Stockholder Agreement (Pathmark Stores Inc)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Sections 2.1(c), 2.2(d) or 2.3 (or, in the case of a Demand Registration or an Underwritten Offering that is offering of Registrable Securities pursuant to be a Piggyback Shelf Registration advises Statement, in each case, not being underwritten, CAC or the Sponsors, as applicable) advise in writing to the Company and the Holders of the Registrable Securities participating included in the Piggyback Registration in writing such offering that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares size of Common Stock the offering that the Holders, the Company and such other persons intend to make or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities as requested to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securitiesbe included, then:
(a) If if the size of the offering is the basis of such determination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters (or, in the case of a Demand Registration or registered an offering is undertaken for of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, CAC or the Company’s accountSponsors, as applicable); provided that, in the event of a Demand Registration or pursuant to a Shelf Registration Statement, the securities to be included in such Demand Registration and Shelf Registration Statement shall be allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such Demand Registration or pursuant to a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all the securities referred to in clause (x) have been included, the number of securities that the Company shall proposes to include in any such Demand Registration or registered Shelf Registration Statement that, in the opinion of the managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, CAC or the Sponsors, as applicable) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to in clause (y) have been included in such registration, any other securities eligible for inclusion in such registration; provided, further that, in the event of a Piggy-Back Registration, the securities to be included in such Piggy-Back Registration shall be allocated, (A) first, 100% of the shares of Common Stock or other equity securities that proposed to be sold in such Piggyback Registration by the Company desires or any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, and only if all the securities referred to the extent that the Maximum Number of Securities has not been reached under the foregoing in clause (A)) have been included, the number of Registrable Securities that, in the opinion of Holders exercising their rights to register their such managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to Section 2.2.1a Shelf Registration Statement, in each case, not being underwritten, CAC or the Sponsors, as applicable), can be sold without having such adverse effect, with such number to be allocated pro rata (as nearly as practicable), among the Holders that have requested to participate in such registration based on the respective relative number of Registrable Securities that then held by each such Holder has requested be and (iii) third, and only if all of the Registrable Securities referred to in clause (B) have been included in such Underwritten Offering and registration, any other securities eligible for inclusion in such registration.
(b) if the aggregate number kind of securities to be offered is the basis of such determination, (i) the Registrable Securities that the Holders have requested to be included in such Underwritten Offering or offering shall be reduced as described in such other proportions as shall mutually be agreed to by all such selling Holdersclause (a) above or, which can be sold without exceeding (ii) if the Maximum Number actions described in clause (i) would, in the good faith, best judgment of Securities; and the managing Underwriter (C) thirdor, to in the extent that the Maximum Number case of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which a Demand Registration or a registered an offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereofa Shelf Registration Statement, then in each case, not being underwritten, CAC or the Company shall include in any Sponsors, as applicable), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such Registration or registered offering securities pursuant to Section 2.1.5offering, such Registrable Securities will be excluded from such offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Caesars Acquisition Co), Registration Rights Agreement (Caesars Acquisition Co)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters in an underwriters of a proposed Underwritten Offering that is to be of a Piggyback Registration advises the Company and the Holders class of Registrable Securities participating included in a Demand Registration, inform the Piggyback Registration holders of such Registrable Securities and the Company in writing that that, in its or their opinion, the dollar amount or number of shares securities of Common Stock such class requested to be included in such Demand Registration, including securities of the Company for its own account or for the account of other equity securities Persons who are not holders of Registrable Securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities sell and any securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company(as described in Section 2.03 below), exceeds the maximum dollar amount or maximum number of securities, as applicable, that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering registration:
(Ai) first, Registrable Securities as to which Demand Registration has been requested by the shares of Common Stock or other equity securities that the Company desires Demanding Holders, in an amount up to sell, which can be sold without but not exceeding the Maximum Number of Securities; Securities (Ballocated pro rata among the holders who have requested participation in the Demand Registration, based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such holders have requested to include);
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of Securities; and ;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons and that can be sold without exceeding the Maximum Number of Securities; and
(civ) If fourth, to the Registration or extent that the Maximum Number of Securities have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other security holders of the Company desire to sell that can be sold without exceeding the Maximum Number of Securities. To the extent that any Registrable Securities requested to be registered offering is are excluded pursuant to a request by Holder(s) of Registrable Securities pursuant the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.02.
Appears in 2 contracts
Samples: Registration Rights Agreement (GSC Acquisition Co), Registration Rights Agreement (GSC Acquisition Co)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2(b) hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(aA) If the Registration or registered offering is undertaken initiated by the Company primarily for the Company’s its own account, the Company number of shares of Common Stock to be included in such Underwritten Offering shall include in any such Registration or registered offering be allocated as follows: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding by the Maximum Number of SecuritiesCompany; (B) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securitieshereunder; and (C) third, to the extent that the Maximum Number Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to separate written contractual rights that can be sold without exceeding the Maximum Threshold;
(B) If the Registration or registered offering is initiated for the account of stockholders of the Company other than the Holders of Registrable Securities, the number of shares of Common Stock to be included in such Underwritten Offering shall be allocated as follows: (A) first, the shares comprised of Registrable Securities and the Non-Holder Securities that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities provide that the Holder’s participation rights in such offering are pari passu with respect to registration cutbacks in the same fashion as set forth in this clause (A), pro rata, based on the amount of such Common Stock initially requested to be included by the Holders or holders of Non-Holder Securities or as such Holder or holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (A)(2) above, that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities that the Company desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which sell that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of SecuritiesThreshold; and
(cC) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 2(a)(iv) hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52(a)(v).
Appears in 2 contracts
Samples: Registration Rights Agreement (Nogin, Inc.), Registration Rights Agreement (Software Acquisition Group Inc. III)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of New SPAC Common Stock or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of New SPAC Common Stock or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of New SPAC Common Stock or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of New SPAC Common Stock or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of New SPAC Common Stock or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is pursuant to a request by persons or entities “demand” registration undertaken at the demand of Persons other than the either Demanding Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering under Section 2.1: (Ai) first, the shares of New SPAC Common Stock or other equity securities, if any, securities for the account of such requesting persons or entities, other than the Holders of Registrable Securities, which demanding Persons that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights New SPAC Common Stock or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of New SPAC Common Stock or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons that can be sold without exceeding the Maximum Number of Securities; and
(c) If . In the Registration or registered offering is pursuant event that Pubco securities that are convertible into New SPAC Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to a request by Holder(s) New SPAC Common Stock basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (GCT Semiconductor Holding, Inc.), Registration Rights Agreement (Concord Acquisition Corp III)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 2 contracts
Samples: Business Combination Agreement (Golden Star Acquisition Corp), Seller Registration Rights Agreement (Golden Star Acquisition Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 2 contracts
Samples: Registration Rights and Lock Up Agreement (Aeva Technologies, Inc.), Business Combination Agreement (InterPrivate Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an Underwritten Offering, in good faith, advises the Company Buyer and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Buyer Class A Common Stock or other equity Buyer securities that the Company which Buyer desires to sell, taken together with (i) the shares of Buyer Class A Common Stock or other equity Buyer securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Buyer Class A Common Stock or other equity Buyer securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyBuyer, exceeds the Maximum Number of Securities, thenthen Buyer shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyBuyer’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Buyer Class A Common Stock or other equity securities that the Company Buyer desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Buyer Class A Common Stock or other equity securities, if any, as securities for the account of other Persons that Buyer is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of the Company, which than this Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the registration is a Demand Registration or registered offering is undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Buyer Class A Common Stock or other equity securitiessecurities for the account of the Demanding Holders, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Buyer Class A Common Stock or other equity securities that the Company Buyer desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares of Buyer Class A Common Stock or other equity securities for the account of other persons or entities Persons that the Company Buyer is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons (other than this Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(c) If the registration is a Demand Registration undertaken at the demand of Persons other than Demanding Holders under Section 2.1: (i) first, the shares of Buyer Class A Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Registrable Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Buyer Class A Common Stock or other securities that Buyer desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Buyer Class A Common Stock or other equity securities for the account of other Persons that Buyer is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Buyer securities that are convertible into shares of Buyer Class A Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Buyer securities pursuant on an as-converted to Section 2.1.5Buyer Class A Common Stock basis.
Appears in 2 contracts
Samples: Registration Rights Agreement (PSQ Holdings, Inc.), Registration Rights Agreement (PSQ Holdings, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Gamehaus Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Gamehaus Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Gamehaus Securities for the account of any Persons who have exercised demand registration rights pursuant to the Gamehaus Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Gamehaus Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Gamehaus Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Gamehaus Securities under the Gamehaus Registration Rights Agreement: (i) first, the Gamehaus Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Gamehaus Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Gamehaus Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Gamehaus Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Gamehaus Securities exercising demand registration rights under the Gamehaus Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the Gamehaus Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Gamehaus Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 2 contracts
Samples: Business Combination Agreement (Golden Star Acquisition Corp), Registration Rights Agreement (Golden Star Acquisition Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities such Registrable Securities pursuant to Section 2.1.5.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering underwriter(s) for a Demand Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Demanding Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or Registrable Securities and Permissible Piggyback Shares which the Demanding Holders and the other equity securities that the Company desires Holders desire to sell, taken together with (i) all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or any other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual outstanding piggy-back registration rights of or which other stockholders of the CompanyCompany desire to sell, exceeds the maximum dollar amount or number that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (the “Maximum Number of SecuritiesShares”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering (Aregistration:
a) first, Registrable Securities and Permissible Piggyback Shares as to which Demand Registration has been requested by the Demanding Holders and the other Holders (pro rata in accordance with the number of shares of Common Stock Registrable Securities and Permissible Piggyback Shares held by each Holder, regardless of the number of shares of Registrable Securities or other equity securities Permissible Piggyback Shares which such Holder has requested be included in such registration) that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (BShares;
b) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Aa), the Registrable Securities shares of Holders exercising their rights Common Stock for the account of other persons that the Company is obligated to register their Registrable Securities pursuant to Section 2.2.1, any other registration rights agreement (to be allocated among the persons requesting inclusion in such registration pursuant to such agreements pro rata (as nearly as practicable), based on in accordance with the respective number of Registrable Securities that each Holder shares of Common Stock with respect to which such person has the right to request such inclusion under such agreements, regardless of the number of shares which such person has actually requested be included in such Underwritten Offering and the aggregate number of Registrable Securities registration) that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of SecuritiesShares; and (Cand
c) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Aa) and (Bb), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of that other stockholders of the Company, which desire to sell that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lime Energy Co.), Registration Rights Agreement (Lime Energy Co.)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters in underwriter(s) of an Underwritten Offering that is to be a Piggyback Registration advises advise(s) the Company and the Holders Holder(s) of the Registrable Securities participating included in the Piggyback Registration such Offering, in writing writing, that the dollar amount or aggregate number of shares of Common Stock or other equity securities that to be sold by the Company desires or any other stockholder (other than a Holder), if any, and Registrable Securities requested to sellbe included in the Offering exceeds the amount that they believe could be sold without adversely affecting the Offering, taken together with (i) then the aggregate number of shares of Common Stock to be sold by the Company or any other equity securitiesstockholder (other than a Holder), if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of and Registrable Securities hereunderwill be reduced to the amount recommended by such managing underwriter(s). With respect to a Demand Offering, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofsuch reduction will be achieved by, and (iii) the first, reducing, or eliminating if necessary, all shares of Common Stock requested or desired to be included in such Offering by the Company for its own account and any other equity securitiesstockholders (other than Holders) seeking to participate in such Offering in the manner agreed to by the Company and such stockholders or, if anyno agreement exists, as pro rata based on the number of shares requested or desired to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of be included by the Company and each such other stockholders of the Company, exceeds the Maximum Number of Securitiesstockholder and, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) firstif necessary, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), reducing the Registrable Securities of requested to be included by the Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions manner as shall mutually be is agreed to by the Holders. With respect to a Piggyback Offering initiated by the Company, such reduction will be achieved by, first, reducing, or eliminating if necessary, all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering by any other stockholders (other than Holders) seeking to participate in such Offering in the manner agreed to by such stockholders or, if no agreement exists, pro rata based on the number of shares requested to be included by each stockholder and, then, if necessary, reducing the Registrable Securities requested to be included by the Holders pro rata based on the number of Registrable Securities requested to be included in such Offering or in such other proportions manner as shall mutually be is agreed to by the Holders. With respect to a Piggyback Offering initiated by another stockholder, such reduction will be achieved by, first, reducing, or eliminating if necessary, all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that desired to be included in such Offering by the Company desires and, then, if necessary, reducing the Registrable Securities requested to sell, which can be sold without exceeding included by the Maximum Number of Securities; and (D) fourth, to Holders pro rata based on the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) number of Registrable Securities pursuant requested to Section 2.1 hereof, then be included in such Offering or in such other manner as is agreed to by the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Archstone Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for any “takedown” under a Shelf Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Shelf Demanding Holder in writing that the dollar amount or number of shares of Common Stock or other equity securities that Registrable Securities which the Company Shelf Demanding Holder desires to sell, taken together with (i) the all other shares of Common Stock or other equity securitiessecurities which the Company desires to sell and the shares of Common Stock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of held by other stockholders of the CompanyCompany who desire to sell, which can be sold without exceeding exceeds the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesShares, then the Company shall include in any such Registration or registered offering “takedown”: (Ai) first, the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Holders under this Section 2.4 and the Existing Holders pursuant to Sections 2.2 of the Existing Registration Rights Agreements, subject to reduction in accordance with 50% being allocated to the Holders (allocated among the Holders pro rata in accordance with the number of shares of Registrable Securities (on an as converted basis with respect to any Convertible Notes, warrants or options held by such Holders) which such Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by the Holders) and 50% to the Existing Holders (allocated among the Existing Holders in accordance with the Existing Registration Rights Agreements); provided, however that if either the Holders, on the one hand, or the Existing Holders, on the other hand, are a Fully Allocated Group, the remaining shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than under this clause (i) shall be allocated to the Holders of Registrable Securitiesor the Existing Holders, which can be sold without exceeding who are not the Maximum Number of SecuritiesFully Allocated Group (allocated among such holders as set forth above); (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities shares of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities Common Stock or other securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Ciii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or for the account of other equity securities persons that the Company desires is obligated to sell, which register pursuant to other written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Div) fourth, to the extent that the Maximum Number of Securities has Shares have not been reached under the foregoing clauses (Ai), (Bii), (iii) and (Civ), the shares of Common Stock or that other equity securities for the account of other persons or entities stockholders desire to sell that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (NationsHealth, Inc.), Registration Rights Agreement (NationsHealth, Inc.)
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1, Section 2.2 or Section 2.3 determine that the size of the offering that the Stockholders, the Company or any other Persons intend to make is such that the success of the offering or the price at which the offering would reasonably be expected to occur would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock with respect to a Demand Registration or other equity securitiesan S-3 Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Companybasis of such Underwriter’s accountor Underwriters’ determination, the Company shall not be required to include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in offering equal to the Excess Amount, such other proportions as shall mutually reduction to be agreed allocated pro rata among all Selling Holders according to by all the Pro Rata Share of such selling Selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (Cii) third, to in the extent that the Maximum Number case of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesa Piggy-Back Registration, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company is obligated seeks to register pursuant include shall have priority over securities sought to separate written contractual arrangements be included by any other Person (including the Stockholders and Other Registration Rights Holders) and, with respect to the Registrable Securities intended to be offered by Stockholders or Other Registration Rights Holders, any reduction in the amount of securities to be offered by such persons Stockholders or entitiesOther Registration Rights Holders will be allocated pro rata among all Stockholders or Other Registration Rights Holders according to their Pro Rata Share (it being understood that with respect to the Stockholders and Other Registration Rights Holders, which can such reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities).
(cb) If If, as a result of the proration provisions of Section 2.4(a), any Stockholder or Other Registration Rights Holder shall not be entitled to include all Registrable Securities in a Demand Registration, S-3 Registration or registered offering is pursuant Piggy-Back Registration that such Stockholder or Other Registration Rights Holder has requested to a be included, such Stockholder or Other Registration Rights Holder may elect to withdraw his request by Holder(s) of to include Registrable Securities pursuant in such registration (a “Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Stockholder or Other Registration Rights Holder shall no longer have any right to Section 2.1 hereof, then include Registrable Securities in the Company shall include in any registration as to which such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 2 contracts
Samples: Registration Rights Agreement (Arhaus, Inc.), Registration Rights Agreement (Arhaus, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration managing underwriter or registered underwriters of any underwritten offering is undertaken for the Company’s accountdescribed in Section 2.1 have informed, in writing, the Company shall include selling Holders of the Registrable Securities requesting inclusion in any such Registration or registered offering that it is their opinion that the total amount of Membership Interests (A) first, the shares of Common Stock or other equity securities) which the Company, the selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities that the Company desires to sell, which can be sold without exceeding sold, then the Maximum Number amount of Securities; Membership Interests to be offered for the account of the selling Holders and all such other Persons (Bother than the Company) second, participating in such registration shall be reduced or limited PRO RATA in proportion to the respective amounts of Membership Interests requested to be registered to the extent that necessary to reduce the Maximum Number total amount of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights Membership Interests requested to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering offering to the amount of Membership Interests, if any, recommended by such managing underwriters; PROVIDED, however, that if such offering is effected for the account of any securityholder of the Company other than the selling Holders, pursuant to the demand registration rights of any such securityholder, then the amount of Membership Interests to be offered for the account of the Company (if any) and the aggregate selling Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited PRO RATA in proportion to the respective amounts of Membership Interests requested to be registered to the extent necessary to reduce the total amount of Membership Interests requested to be included in such offering to the amount of Membership Interests, if any, recommended by such managing underwriters.
(b) If the managing underwriter or underwriters of any underwritten offering described in Section 2.1 notify the selling Holders requesting inclusion of Registrable Securities in such offering that the number of Registrable Securities that the Holders have requested selling Holders, the Company and any other Persons desiring to participate in such registration intend to include Registrable Securities in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such Underwritten Offering offering shall be reduced as described in Subsection 2.2(a) or (y) if a reduction in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1Subsection 2.2(a) would, pro rata (as nearly as practicable)in the judgment of the managing underwriter or underwriters, based on be insufficient to substantially eliminate the respective number adverse effect that inclusion of the Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in would have on such Underwritten Offering or in offering, such other proportions as shall mutually Registrable Securities will be agreed to by all excluded from such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; andoffering.
(c) If If, as a result of the Registration or registered offering is pursuant proration provisions of this Section 2.2, any selling Holder shall not be entitled to a request by Holder(s) of include all Registrable Securities pursuant in a Piggy-Back Registration that such selling Holder has requested to Section 2.1 hereofbe included, then such selling Holder may elect to withdraw his request to include Registrable Securities in such registration; PROVIDED, however, that such a withdrawal shall be irrevocable and, after making such withdrawal, a selling Holder shall no longer have any right to include Registrable Securities in the Company shall include in any registration as to which such Registration or registered offering securities pursuant to Section 2.1.5withdrawal was made.
Appears in 1 contract
Samples: Registration Rights and Members' Agreement (Resort Investment LLC)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Purchaser and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other equity Purchaser securities that the Company which Purchaser desires to sell, taken together with (i) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPurchaser, exceeds the Maximum Number of Securities, thenthen Purchaser shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPurchaser’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities, if any, as securities for the account of other Persons that Purchaser is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of than this Agreement or the Company, which Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Purchaser Common Stock or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares of Purchaser Common Stock or other equity securities for the account of other persons or entities Persons that the Company Purchaser is obligated to register pursuant to separate written contractual arrangements with such persons Persons (other than this Agreement or entitiesthe Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder Registration Rights Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the shares of Purchaser Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to a request by Holder(s) of Registrable this Section 2.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Purchaser securities pursuant on an as-converted to Section 2.1.5Purchaser Common Stock basis.
Appears in 1 contract
Samples: Registration Rights Agreement (Shapeways Holdings, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Purchaser and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other equity Purchaser securities that the Company which Purchaser desires to sell, taken together with (i) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPurchaser, exceeds the Maximum Number of Securities, thenthen Purchaser shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPurchaser’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities, if any, as securities for the account of other Persons that Purchaser is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of than this Agreement or the Company, which Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the registration is a Demand Registration or registered offering is undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Purchaser Common Stock or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares of Purchaser Common Stock or other equity securities for the account of other persons or entities Persons that the Company Purchaser is obligated to register pursuant to separate written contractual arrangements with such persons Persons (other than this Agreement or entitiesthe Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a Demand Registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder Registration Rights Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 (relating to piggyback rights) and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a Demand Registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or registered offering is the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the shares of Purchaser Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to a request by Holder(s) of Registrable this Section 2.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Purchaser securities pursuant on an as-converted to Section 2.1.5Purchaser Common Stock basis.
Appears in 1 contract
Samples: Registration Rights Agreement (Malacca Straits Acquisition Co LTD)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Stockholders in writing that the dollar amount or number of shares of Common Stock or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderStockholders, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders shareholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering registration: (i) if the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2.1, 2.2 of the Existing Registration Rights Agreement (pro rata (x) with respect to Registrable Securities owned as nearly of the Effective Time and Existing Registrable Securities owned as practicable)of the date hereof, based on in accordance with 80% being allocated to the respective Stockholders and 20% to the Existing Holders and (y) with respect to Registrable Securities acquired after the Effective Time or Existing Registrable Securities acquired after the date hereof, in accordance with the number of Registrable Securities that each Holder has requested be included in shares of Common Stock which such Underwritten Offering Stockholders and the aggregate number of Registrable Securities that the Existing Holders have actually requested to be included in such Underwritten Offering or in registration, regardless of the number of shares of Common Stock with respect to which such other proportions as shall mutually be agreed Stockholders and Existing Holders have the right to by all request such selling Holders, which can be sold without exceeding the Maximum Number of Securitiesinclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares; and (ii) if the registration is a "demand" registration undertaken at the demand of persons other than the Stockholders pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2 of the Existing Registration Rights Agreement (pro rata in accordance with the number of shares of Registrable Securities and Existing Registrable Securities held by such Stockholders and Existing Holders, respectively, regardless of the number of shares of Registrable Securities and Existing Registrable Securities with respect to which such Stockholders and Existing Holders, respectively, have the right to request such inclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities that the Company desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which sell that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of SecuritiesShares; and (D) fourth, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated Stock, if any, as to register which registration has been requested pursuant to separate written contractual arrangements with piggy-back registration rights which such persons or entities, which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Millstream Acquisition Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Company Ordinary Shares or other equity the Company securities that which the Company desires to sell, taken together with (i) the shares of Common Stock Company Ordinary Shares or other equity the Company securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Company Ordinary Shares or other equity the Company securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the Company, exceeds the Maximum Number of Securities, thenthen the Company shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Company Ordinary Shares or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Company Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that the Company is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is pursuant to a request by persons or entities other than “demand” registration undertaken at the Holders demand of Registrable holders of Founder Securities, then the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Company Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities Company Ordinary Shares or other securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Company Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (Malacca Straits Acquisition Co LTD)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof2(b), and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesThreshold, then:
(aA) If the Registration or registered offering is undertaken initiated by the Company primarily for the Company’s its own account, the Company number of shares of Common Stock to be included in such Underwritten Offering shall include in any such Registration or registered offering be allocated as follows: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding by the Maximum Number of SecuritiesCompany; (B) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securitieshereunder; and (C) third, to the extent that the Maximum Number Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to separate written contractual rights that can be sold without exceeding the Maximum Threshold;
(B) If the Registration or registered offering is initiated for the account of stockholders of the Company other than the Holders of Registrable Securities, the number of shares of Common Stock to be included in such Underwritten Offering shall be allocated as follows: (A) first, the shares comprised of Registrable Securities and the Non-Holder Securities that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities provide that the Holder’s participation rights in such offering are pari passu with respect to registration cutbacks in the same fashion as set forth in this clause (A), pro rata, based on the amount of such Common Stock initially requested to be included by the Holders or holders of Non-Holder Securities or as such Holder or holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (A)(2) above, that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities that the Company desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which sell that can be sold without exceeding the Maximum Number of Securities;Threshold; and
(bC) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(sXxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof2(a)(iv), then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52(a)(v).
Appears in 1 contract
Samples: Registration Rights Agreement (Montana Technologies Corp.)
Reduction of Offering. PIGGY-BACK REGISTRATION. If the lead managing Underwriter or Underwriters underwriter of any underwritten offering described in an Underwritten Offering that is to be a Piggyback Registration advises the Company and Section 2.2 has informed, in writing, the Holders of the Registrable Securities participating requesting inclusion in the Piggyback Registration in writing such offering that it is its opinion that the dollar amount or total number of shares of Common Stock or other equity securities that the Company desires Issuer, the Holders and any other Persons desiring to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than such securities can be sold, then the Holders number of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken be offered for the Company’s account, the Company account of such Holders participating in such registration shall include be reduced or limited PRO RATA in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires proportion to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each securities requested to be registered by such Holder has requested be included in such Underwritten Offering and to the aggregate number of Securities to be registered by all holders thereof in such registration to the extent necessary to reduce the total number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering to the extent that the Maximum Number number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or recommended by such lead managing underwriter. If a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of reduction in the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1this paragraph would, pro rata (as nearly as practicable)in the judgment of the lead managing underwriter, based on be insufficient to substantially eliminate the respective number adverse effect that inclusion of the Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included would have on such offering, then such Registrable Securities will be excluded from such offering. In no event shall the Issuer be required to reduce the number of securities to be sold by it in the offering. If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, then such Holder may elect to withdraw his request to include Registrable Securities in such Underwritten Offering or in such other proportions as registration (a "WITHDRAWAL ELECTION"); PROVIDED that a Withdrawal Election shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, made prior to the extent that the Maximum Number effectiveness of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to a request by Holder(s) of include Registrable Securities pursuant in the registration as to Section 2.1 hereof, then the Company shall include in any which such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Samples: Registration Rights and Stockholders Agreement (Atrium Companies Inc)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
: (ai) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering offering: (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.12.2(a), pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggyDocuSign Envelope ID: 352115B6-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.76B3-411E-99DA-0649F37FA244
Appears in 1 contract
Samples: Registration Rights Agreement (Electriq Power Holdings, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of a request by Holder(s) of Holder’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Hainan Manaslu Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Registration, in good faith, advises the Company and the Holders of Registrable Securities Stockholders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities Stockholders hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofSections 2.01 and 5.02, and (iii) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering Registration:
(A) first, the shares of Common Stock or other equity securities that the Company desires to sellsell for the Company’s account, which can be sold without exceeding the Maximum Number of Securities; Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Stockholders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1Sections 2.02 and 2.03 hereof, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Stockholders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which that can be sold without exceeding the Maximum Number of Securities; and Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;.
(bii) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesStockholders or the Company, then the Company shall include in any such Registration or registered offering Registration:
(A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesStockholders, which can be sold without exceeding the Maximum Number of Securities; Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Stockholders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1Sections 2.02 and 2.03 hereof, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Stockholders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which that can be sold without exceeding the Maximum Number of Securities; Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and.
(ciii) If Any Stockholder shall have the right to withdraw from a Piggyback Registration for any or registered offering is no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration 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 request by Holder(s) Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of Registrable Securities pursuant such Registration Statement. Notwithstanding anything to Section 2.1 hereofthe contrary in this Agreement, then the Company shall include be responsible for the Registration Expenses incurred in any such connection with the Piggyback Registration or registered offering securities pursuant prior to its withdrawal under this Section 2.1.52.03.
Appears in 1 contract
Samples: Registration Rights Agreement (Better Home & Finance Holding Co)
Reduction of Offering. (a) If a Demand Registration involves an underwritten Public Offering and the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises shall advise the Company and the Selling Holders of Registrable Securities participating that, in its view, (i) the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering registration (including Common Stock which the Company proposes to be included) or in such other proportions as shall mutually be agreed to by (ii) the inclusion of some or all such selling Holders, which can be sold without exceeding of the Maximum Number of Securities; and shares of
(CI) third, with respect to the extent that Demand Registration which takes place between the Maximum Number first and second anniversaries of Securities has not been reached under the foregoing clauses (A) and (B)date of this Agreement, the all shares of Common Stock or other equity securitiesrequested to be registered by the Stockholders (allocated, if anynecessary for the offering not to exceed the Maximum Offering Size, as pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities owned by the Group to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders such Stockholder belongs as of the Company, which can be sold without exceeding date of the Maximum Number of Securitiesfirst filing with the SEC);
(bII) If the Registration or registered offering is pursuant with respect to a request by persons or entities any other than the Holders of Registrable SecuritiesDemand Registration, then the Company shall include in any such Registration or registered offering (A) first, the all shares of Common Stock or other equity securitiesrequested to be registered by the Selling Holders (allocated, if anynecessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of such requesting persons or entities, other than the Holders relative number of shares of Registrable Securities, which can Securities requested to be sold without exceeding the Maximum Number of Securities; registered);
(BIII) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the all Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten registration by any other Holder (allocated, if necessary for the offering not to exceed the Maximum Offering or Size, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securitiesregistration); and
(CIV) third, any Common Stock proposed to be registered by the extent that Company.
(b) If a registration pursuant to Section 2.2 involves an underwritten Public Offering (other than in the Maximum Number case of Securities has not been reached under an underwritten Public Offering requested by any Demand Registrant in a Demand Registration, in which case the foregoing clauses (Aprovisions with respect to priority of inclusion in such offering set forth in Section 2.3(a) shall apply) and (B)the managing Underwriter advises the Company that, in its view, the number of shares of Common Stock or other equity securities that which the Company desires and the Selling Holders intend to sell, which can be sold without exceeding include in such registration exceeds the Maximum Number of Securities; and (D) fourthOffering Size, the Company will include in such registration, in the following priority, up to the extent that Maximum Offering Size:
(i) first, so much of the Common Stock proposed to be registered by the Company as would not cause the offering to exceed the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of SecuritiesOffering Size; and
(cii) If the Registration or registered offering is second, all Registrable Securities requested to be included in such registration statement by any Holder pursuant to a request by Holder(s) Section 2.2 or otherwise (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of shares of Registrable Securities pursuant requested to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5be so included).
Appears in 1 contract
Samples: Registration Rights Agreement (Fm Precision Golf Corp)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter Demand Registration pursuant to Section 2(a) or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises is an underwritten offering and the Company and lead managing underwriter of such offering reasonably determines that the size of the offering that the Company, the Holders of Registrable Securities and any other Persons whose securities are proposed to be included in such offering is such that the offering or the offering price would be materially and adversely affected, the Company will include in such registration in the following order of priority (i) first, all Registrable Securities requested to be included in such registration by the Common Shareholders pursuant to this Section 2 (provided that if the number of such Registrable Securities exceeds the number recommended by the lead managing underwriter (the "Recommended Number"), the number of such Registrable Securities included in such registration shall be allocated pro rata among the Common Shareholders participating in such registration on the Piggyback Registration in writing that basis of the dollar amount or relative number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as each such Holder has requested to which registration has been requested pursuant to Section 2.2 hereofbe included in such registration), and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or registration by the Common Shareholders pursuant to this Section 2 are less than the Recommended Number, the securities proposed to be sold by other Holders of Registrable Securities, allocated pro rata among such other Holders of Registrable Securities on the basis of the number of shares of Registrable Securities each such Holder has requested to be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such registration by the Common Shareholders and other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) Holders of Registrable Securities pursuant to this Section 2.1 hereof2 are less than the Recommended Number, then the Company shall include securities proposed to be sold by other Persons, allocated pro rata among such other Persons on the basis of the number of shares of Common Stock each such Person has requested to be included in any such Registration or registered offering securities pursuant to Section 2.1.5registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Forman Petroleum Corp)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters in an underwriters of a proposed Underwritten Offering that is to be of a Piggyback Registration advises the Company and the Holders class of Registrable Securities participating included in a Demand Registration, inform the Piggyback Registration holders of such Registrable Securities and the Company in writing that that, in its or their opinion, the dollar amount or number of shares securities of Common Stock such class requested to be included in such Demand Registration, including securities of the Company for its own account or for the account of other equity securities Persons who are not holders of Registrable Securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities sell and any securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company(as described in Section 2.03 below), exceeds the maximum dollar amount or maximum number of securities, as applicable, that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering registration:
(Ai) first, Registrable Securities as to which Demand Registration has been requested by the shares of Common Stock or other equity securities that the Company desires Demanding Holders, in an amount up to sell, which can be sold without but not exceeding the Maximum Number of SecuritiesSecurities (allocated pro rata among the holders who have requested participation in the Demand Registration, based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such holders have requested to include); (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), securities for the shares account of Common Stock or other equity securities, if any, as Persons that the Company is obligated to which Registration or a registered offering has been requested register pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any arrangements with such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent Persons and that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has have not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares securities that other security holders of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated desire to register pursuant to separate written contractual arrangements with such persons or entities, which sell that can be sold without exceeding the Maximum Number of Securities; and
(c) If . To the Registration or extent that any Registrable Securities requested to be registered offering is are excluded pursuant to a request by Holder(s) of Registrable Securities pursuant the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.02.
Appears in 1 contract
Samples: Registration Rights Agreement (China Holdings Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Purchaser and the Holders of holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Class A Common Stock or other equity Purchaser securities that the Company which Purchaser desires to sell, taken together with (i) the shares of Purchaser Class A Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.3, and (iii) the shares of Purchaser Class A Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPurchaser, exceeds the Maximum Number of Securities, thenthen Purchaser shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPurchaser’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Purchaser Class A Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.3 and the Insider Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Insider Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Class A Common Stock or other equity securities, if any, as securities for the account of other Persons that Purchaser is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.2: (Ai) first, the shares of Purchaser Class A Common Stock or other equity securitiessecurities for the account of the Demanding Holders and the Insider Securities for the account of any Persons who have exercised demand registration rights pursuant to the Insider Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities shares of Holders exercising their rights Purchaser Class A Common Stock or other securities that Purchaser desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Holders as to which registration has been requested pursuant to this Section 2.3 and the Insider Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Insider Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Purchaser Class A Common Stock or other equity securities for the account of other persons or entities Persons that the Company Purchaser is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Insider Securities under the Insider Registration Rights Agreement: (i) first, the Insider Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.2 during the period under which the demand registration under the Insider Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Purchaser Class A Common Stock or entitiesother securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.3 and the Insider Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Insider Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Class A Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.2 or the holders of Insider Securities exercising demand registration rights under the Insider Registration Rights Agreement: (i) first, the shares of Purchaser Class A Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Purchaser Class A Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.3 and the Insider Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Insider Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Class A Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser Class A Common Stock are included in the offering, the calculations under this Section 2.3.2 shall include such Purchaser securities on an as-converted to Purchaser Class A Common Stock basis. Notwithstanding anything to the contrary above, to the extent that the registration of a request by Holder(s) of Holder’s Registrable Securities pursuant would prevent Purchaser or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Andina Acquisition Corp. III)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Purchaser and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other equity Purchaser securities that the Company which Purchaser desires to sell, taken together with (i) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2(b), and (iii) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPurchaser, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company then Purchaser shall include in any such Registration or registered offering registration:
(A1) If the registration is undertaken for Purchaser’s account: (a) first, the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(2) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2(a): (a) first, the shares of Purchaser Common Stock or other securities for the account of the Demanding Holders, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities shares of Holders exercising their rights Purchaser Common Stock or other securities that Purchaser desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2(b), Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the shares of Purchaser Common Stock or other equity securities, if any, as securities for the account of other Persons that Purchaser is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b3) If the Registration or registered offering registration is pursuant to a request by persons or entities “demand” registration undertaken at the demand of Persons other than the Demanding Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering under Section 2(a): (Aa) first, the shares of Purchaser Common Stock or other equity securities, if any, securities for the account of such requesting persons or entities, other than the Holders of Registrable Securities, which demanding Persons that can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities shares of Holders exercising their rights Purchaser Common Stock or other securities that Purchaser desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2(b), Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the shares of Purchaser Common Stock or other equity securities for the account of other persons or entities Persons that the Company Purchaser is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons that can be sold without exceeding the Maximum Number of Securities; and.
(c4) If In the Registration or registered offering is pursuant event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2(b)(ii) shall include such Purchaser securities on an as-converted to a request by Holder(s) Purchaser Common Stock basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Purchaser or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Seller Registration Rights Agreement (Renovaro Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of Persons other than Demanding Holders under Section 2.1: (i) first, the Pubco Ordinary Shares or entities, which other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; and
(cii) If second, to the Registration extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or registered offering is other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock or other equity securitieswith respect to a Demand Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s accountbasis of such Underwriter's or Underwriters' determination, the Company shall not include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering equal to the extent that Excess Amount, such reduction first to be allocated pro rata among the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Holders or other equity securities, if any, as to which Persons who did not initiate the request for a Demand Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, according to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that each Holder has requested be included if such Holders cannot include all their shares in such Underwritten Offering and offering, the aggregate number amount of Registrable Securities that the Holders have requested to be included registered shall be reduced pro rata among the initiating Holders (provided further that if the FS Stockholder initiates a Demand Registration pursuant to Section 2.1(a) and an Existing Stockholder or the Ripplewood Stockholder requests to participate in such Underwritten Offering or in Demand Registration, the FS Stockholder and such other proportions as Existing Stockholder, the Ripplewood Stockholder and each of them participating shall mutually be agreed treated pari passu with respect to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached a ---- ----- reduction under the foregoing clauses (Athis Section 2.3) and (B)ii) in the case of a Piggy-Back Registration, the shares of Common Stock or other equity if securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is obligated reduced shall not exceed the proportion by which the amount of such class of securities intended to register pursuant be offered by such other Persons is reduced (it being understood that with respect to separate written contractual arrangements with the Holders and third parties such persons or entities, which can reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities).
(cb) If If, as a result of the proration provisions of Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities in a Demand Registration or registered offering is pursuant Piggy-Back Registration that such Holder has requested to a be included, such Holder may elect to withdraw his request by Holder(s) of to include Registrable Securities pursuant in such registration (a "Withdrawal Election"); provided however, -------- ------- that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to Section 2.1 hereof, then include Registrable Securities in the Company shall include in any registration as to which such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Samples: Stockholders Agreement (Laralev Inc)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco Securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Seller Registration Rights Agreement (Aimei Health Technology Co., Ltd.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity Company securities that which the Company desires to sell, taken together with (i) the shares of Common Stock or other equity Company securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Class A Common Stock or other equity Company securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security Investors of the Company, exceeds the Maximum Number of SecuritiesShares, thenthen the Company shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Class A Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the Investors thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested Investors to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Ciii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons that can be sold without exceeding the Maximum Number of SecuritiesShares;
(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the shares of Class A Common Stock or other securities for the account of the Demanding Holders and the Seller Securities for the account of any Persons who have exercised demand registration rights pursuant to the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the Investors thereof based on the number of securities requested by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the Investors thereof based on the number of securities requested by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Class A Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares;
(c) If the registration is a “demand” registration undertaken at the demand of Investors of Seller Securities under the Seller Registration or registered offering is pursuant to a request by Holder(sRights Agreement: (i) first, the Seller Securities for the account of the Demanding Holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 hereofduring the period under which the demand registration under the Seller Registration Rights Agreement is ongoing, then Pro Rata among the Investors thereof based on the number of securities requested by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the Investors thereof based on the number of securities requested by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Class A Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares; and
(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the Investors of Seller Securities exercising demand registration rights under the Seller Registration Rights Agreement: (i) first, the shares of Class A Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the Investors thereof based on the number of securities requested by such Investors to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Class A Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares. In the event that Company securities that are convertible into shares of Class A Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include in any such Company securities on an as-converted to Class A Common Stock basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities would prevent the Company or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to exercise Piggy-Back Registration or registered offering securities pursuant rights with respect to such registration and offering.”
f. The following provisions are hereby added to the Original Agreement as a new Section 2.1.5.2.4 of the Registration Rights Agreement:
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Lion Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Lion Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Lion Securities for the account of any Persons who have exercised demand registration rights pursuant to the Lion Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Lion Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Lion Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Lion Securities under the Lion Registration Rights Agreement: (i) first, the Lion Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Lion Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Lion Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Lion Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Lion Securities exercising demand registration rights under the Lion Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the Lion Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Lion Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.
(3) In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.”
Appears in 1 contract
Samples: Registration Rights Agreement (Proficient Alpha Acquisition Corp)
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the size of the offering that the Holders, the Other Registration Rights Holders, the Company or any other Persons intend to make is such that the success of the offering or the price at which the offering would reasonably be expected to occur would be adversely affected by inclusion of the Registrable Securities requested to be included, then (i) with respect to a Piggyback Registration advises Demand Registration, if the size of the offering is the basis of such Underwriter’s or Underwriters’ determination, the Company and the Holders shall not be required to include in such registration an amount of Registrable Securities participating requested to be included in such offering equal to the Excess Amount, such reduction to be allocated (1) if the offering is pursuant to an Individual Demand Registration, on a pro rata basis among all Selling Holders other than the Individual Stockholders (and their Permitted Transferees) according to the Pro Rata Share of such other Selling Holders, and (2) if the offering is not pursuant to an Individual Demand Registration, on a pro rata basis among all Selling Holders according to the Pro Rata Share of such Selling Holders, and (ii) in the Piggyback case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders and Other Registration in writing that Rights Holders) and, with respect to the dollar amount Registrable Securities intended to be offered by Holders or Other Registration Rights Holders, such Registrable Securities shall be included pro rata on the basis of the number of shares of Common Stock or other equity securities that proposed to be included in the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Piggyback Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than by the Holders of Registrable Securities hereunderand Other Registration Rights Holders, (ii) the Registrable Securities as collectively; provided, however, that if such Other Registration Rights Holder is intending to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their offer Registrable Securities pursuant to Section 2.2.1a demand right granted by the Company, pro rata (as nearly as practicable), based on the respective number of such Other Registration Rights Holder’s Registrable Securities that each Holder has requested be included in such Underwritten Offering and shall have priority over the aggregate number of Registrable Securities that the Holders have requested proposed to be included in the Piggyback Registration by the Holders; and provided further that the proportion by which the amount of such Underwritten Offering class of securities intended to be offered by Holders or in Other Registration Rights Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other proportions as shall mutually be agreed Persons is reduced (it being understood that with respect to by all such selling the Holders, which can Other Registration Rights Holders, and third parties, such reduction may be sold without exceeding the Maximum Number all of Securities; and (C) third, to the extent that the Maximum Number such class of Securities has not been reached under the foregoing clauses (A) and (Bsecurities), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;.
(b) If If, as a result of the proration provisions of Section 2.3(a), any Holder or Other Registration Rights Holder shall not be entitled to include all Registrable Securities in a Demand Registration or registered offering is pursuant to a request by persons Piggy-Back Registration that such Holder or entities other than the Holders of Registrable Securities, then the Company shall include in any such Other Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Rights Holder has requested to be included included, such Holder or Other Registration Rights Holder may elect to withdraw his request to include Registrable Securities in such Underwritten Offering and the aggregate number of registration (a “Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder or Other Registration Rights Holder shall no longer have any right to include Registrable Securities that in the Holders have requested registration as to be included in which such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request by Holder(s) of Registrable this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to Section 2.1 hereofthe applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, then Pro Rata among the Company shall include holders thereof based on the number of securities requested by such holders to be included in any such Registration registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or registered offering other equity securities for the account of other Persons that Pubco is obligated to register pursuant to Section 2.1.5separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Seller Registration Rights Agreement (Proficient Alpha Acquisition Corp)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters in an underwriters of a proposed Underwritten Offering that is to be of a Piggyback Registration advises the Company and the Holders class of Registrable Securities participating included in a Demand Registration, inform the Piggyback Registration holders of such Registrable Securities and the Company in writing that that, in its or their opinion, the dollar amount or number of shares securities of Common Stock such class requested to be included in such Demand Registration, including securities of the Company for its own account or for the account of other equity securities Persons who are not holders of Registrable Securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities sell and any securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company(as described in Section 2.02 below), exceeds the maximum dollar amount or maximum number of securities, as applicable, that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such registration:
(i) First, Registrable Securities as to which Demand Registration or registered offering (A) firsthas been requested by the Demanding Holders, the shares of Common Stock or other equity securities that the Company desires in an amount up to sell, which can be sold without but not exceeding the Maximum Number of Securities; Securities (Ballocated pro rata among the holders who have requested participation in the Demand Registration, based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such holders have requested to include);
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of Securities; and ;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons and that can be sold without exceeding the Maximum Number of Securities; and
(civ) If fourth, to the Registration or extent that the Maximum Number of Securities have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other security holders of the Company desire to sell that can be sold without exceeding the Maximum Number of Securities. To the extent that any Registrable Securities requested to be registered offering is are excluded pursuant to a request by Holder(s) of Registrable Securities pursuant the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.01.
Appears in 1 contract
Samples: Registration Rights Agreement (BBV Vietnam S.E.A. Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Investors who hold Registrable Securities participating to be included in the Piggyback such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that which the Company desires to sell, taken together with (ia) the shares of Common Stock or Shares and/or other equity securities, if anyor securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors who hold Registrable Securities hereunderhereunder (such holders (excluding any Other Piggy-Back Holders), "Other Demand Holders"), (iib) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof, and (iiic) the shares of Common Stock or Shares and/or other equity securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders securityholders of the CompanyCompany (such holders, "Other Piggy-Back Holders"), exceeds the Maximum Number of SecuritiesShares, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering registration:
a) If the registration is undertaken for the Company's account: (A) first, the shares of Common Stock Shares or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; Shares, (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights held by Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.1the terms hereof and the Shares or other securities held by Other Piggy-Back Holders who are "Purchasers", "Investors" and/or "Holders" under any of the Other Agreements as to which registration has been requested by such Other Piggy-Back Holders (pro rata (as nearly as practicable), based on in accordance with the respective number of Registrable Securities and Shares or other securities that each such Investor and each such Other Piggy-Back Holder has requested be included in such Underwritten Offering and Piggy-Back Registration bears to the aggregate number of Registrable Securities and securities that the all such Investors and all such Other Piggy-Back Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which Piggy-Back Registration) that can be sold without exceeding the Maximum Number of Securities; Shares and (C) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Shares or other equity securitiessecurities held by Other Piggy-Back Holders who are not "Purchasers", if any, "Investors" and/or "Holders" under any of the Other Agreements as to which Registration or a registered offering registration has been requested pursuant by such Other Piggy-Back Holders (pro rata in accordance with the number of Shares or other securities that each such Other Piggy-Back Holder has requested be included in such Piggy-Back Registration bears to written contractual piggythe number of Shares and other securities that all such Other Piggy-back registration rights of other stockholders of the Company, which Back Holders requested be included in such Piggy-Back Registration) that can be sold without exceeding the Maximum Number of Securities;Shares; and
(b) If the Registration or registered offering registration is pursuant to a request by persons or entities other than "demand" registration undertaken at the Holders demand of Registrable Securities, then the Company shall include in any such Registration or registered offering Other Demand Holders: (A) first, the shares of Common Stock Shares or other equity securitiessecurities for the account of the Other Demand Holders, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights held by Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.1the terms hereof and the Shares or other securities held by Other Piggy-Back Holders who are "Purchasers", "Investors" and/or "Holders" under any of the Other Agreements as to which registration has been requested by such Other Piggy-Back Holders (pro rata (as nearly as practicable), based on in accordance with the respective number of Registrable Securities and Shares or other securities that each such Investor and each such Other Piggy-Back Holder has requested be included in such Underwritten Offering and Piggy-Back Registration bears to the aggregate number of Registrable Securities and Shares and other securities that the all such Investors and all such Other Piggy-Back Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which Piggy-Back Registration) that can be sold without exceeding the Maximum Number of Securities; Shares, (C) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A) and (B), the shares Shares and other securities held by Other Piggy-Back Holders who are not "Purchasers", "Investors" and/or "Holders" under any of Common Stock the Other Agreements as to which registration has been requested by such Other Piggy-Back Holders (pro rata in accordance with the number of Shares or other equity securities that each such Other Piggy-Back Holder has requested be included in such Piggy-Back Registration bears to the Company desires to sell, which number of Shares and other securities that all such Other Piggy-Back Holders requested be included in such Piggy-Back Registration) that can be sold without exceeding the Maximum Number of Securities; Shares and (D) fourth, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A), (B) and (C), ) the shares of Common Stock Shares or other equity securities for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entities, which sell that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Wayzata Investment Partners LLC)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an Underwritten Offering, in good faith, advises the Company and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Company Class A Common Stock or other equity the Company securities that which the Company desires to sell, taken together with (i) the shares of Company Class A Common Stock or other equity the Company securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Company Class A Common Stock or other equity the Company securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the Company, exceeds the Maximum Number of Securities, thenthen the Company shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Company Class A Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Company Class A Common Stock or other equity securities, if any, as securities for the account of other Persons that the Company is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of the Company, which than this Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the registration is a Demand Registration or registered offering is undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Company Class A Common Stock or other equity securitiessecurities for the account of the Demanding Holders, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Company Class A Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares of Company Class A Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons (other than this Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(c) If the registration is a Demand Registration undertaken at the demand of Persons other than Demanding Holders under Section 2.1: (i) first, the shares of Company Class A Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Registrable Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Company Class A Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Company Class A Common Stock or other equity securities for the account of other Persons that the Company is obligated to register pursuant to Section 2.1 hereof, then separate written contractual arrangements with such Persons (other than this Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that the Company securities that are convertible into shares of Company Class A Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include in any such Registration or registered offering the Company securities pursuant on an as-converted to Section 2.1.5Company Class A Common Stock basis.
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration Registration, in good faith, advises the Company and the Holders of Registrable Securities Stockholders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities Stockholders hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofSections 2.01 and 5.02, and (iii) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering Registration:
(A) first, the shares of Common Stock or other equity securities that the Company desires to sellsell for the Company’s account, which can be sold without exceeding the Maximum Number of Securities; Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Stockholders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1Sections 2.02 and 2.03 hereof, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Stockholders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which that can be sold without exceeding the Maximum Number of Securities; and Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(bii) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesStockholders or the Company, then the Company shall include in any such Registration or registered offering Registration:
(A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesStockholders, which can be sold without exceeding the Maximum Number of Securities; Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Stockholders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1Sections 2.02 and 2.03 hereof, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Stockholders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which that can be sold without exceeding the Maximum Number of Securities; Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and.
(ciii) If Any Stockholder shall have the right to withdraw from a Piggyback Registration for any or registered offering is no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration 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 request by Holder(s) Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of Registrable Securities pursuant such Registration Statement. Notwithstanding anything to Section 2.1 hereofthe contrary in this Agreement, then the Company shall include be responsible for the Registration Expenses incurred in any such connection with the Piggyback Registration or registered offering securities pursuant prior to its withdrawal under this Section 2.1.52.03.
Appears in 1 contract
Samples: Registration Rights Agreement (Aurora Acquisition Corp.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered lead managing underwriter of any underwritten offering is undertaken for the Company’s accountdescribed in Section 2.2 has informed, in writing, the Company shall include in any such Registration or registered offering (A) first, the shares Holders of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which an Issuer, the Holders exercising their rights and any other Persons desiring to register their participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of Registrable Securities pursuant to Section 2.2.1, pro rata be offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (as nearly as practicable), based on other than the Company) participating in such registration shall be reduced or limited PRO RATA in proportion to the respective number of Registrable Securities that each Holder has securities requested to be included in such Underwritten Offering and registered to the aggregate extent necessary to reduce the total number of Registrable Securities that the Holders have securities requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering to the extent that the Maximum Number number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration recommended by such lead managing underwriter; PROVIDED that if such offering is effected for the account of any securityholder of the Company other than the Holders or a registered offering has been requested the Shareholders (either directly or through any of the Issuers), pursuant to written contractual piggy-back the demand registration rights of other stockholders any such securityholder, then the number of securities to be offered for the account of the CompanyCompany (if any) and the Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited PRO RATA in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, which can be sold without exceeding the Maximum Number of Securities;if any, recommended by such lead managing underwriter.
(b) If the Registration or registered lead managing underwriter of any underwritten offering described in Section 2.2 notifies the Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that such Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is pursuant such as to a request by persons or entities other than materially and adversely affect the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, success of such requesting persons or entitiesoffering, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (Bx) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering offering shall be reduced as described in clause (i) above or (y) if a reduction in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Registrable Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with clause (i) above would, in the judgment of the lead managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such persons or entitiesoffering, which can such Registrable Securities will be sold without exceeding the Maximum Number of Securities; andexcluded from such offering.
(c) If If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED that a Withdrawal Election shall be made prior to the effectiveness of the Registration or registered offering is pursuant Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to a request by Holder(sinclude Registrable Securities in the registration as to which such Withdrawal Election was made.
(d) Holders of Registrable Securities of the LLC will be entitled to the rights and privileges pertaining to Company Registrable Securities in accordance with each such Holder's Percentage Interest with respect to the Company Registrable Securities held by the LLC notwithstanding that a Liquidation Event has not occurred and Holders may cause the LLC to deliver Company Registrable Securities for inclusion in a Piggy-Back Registration pursuant to this Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.3.
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Comple Tel LLC)
Reduction of Offering. If the managing Underwriter underwriter or Underwriters in an underwriters of a proposed Underwritten Offering that is to be of a Piggyback Registration advises the Company and the Holders class of Registrable Securities participating included in a Demand Registration, inform the Piggyback Registration holders of such Registrable Securities and the Company in writing that that, in its or their opinion, the dollar amount or number of shares securities of Common Stock such class requested to be included in such Demand Registration, including securities of the Company for its own account or for the account of other equity securities Persons who are not holders of Registrable Securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities sell and any securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company(as described in Section 2.3 below), exceeds the maximum dollar amount or maximum number of securities, as applicable, that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, then the Company shall include in any such Registration or registered offering registration:
(Ai) first, Registrable Securities as to which Demand Registration has been requested by the shares of Common Stock or other equity securities that the Company desires Demanding Holders, in an amount up to sell, which can be sold without but not exceeding the Maximum Number of Securities; Securities (Ballocated pro rata among the holders who have requested participation in the Demand Registration, based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities of such class which all such holders have requested to include);
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of Securities; and ;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons and that can be sold without exceeding the Maximum Number of Securities; and
(civ) If fourth, to the Registration or extent that the Maximum Number of Securities have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other security holders of the Company desire to sell that can be sold without exceeding the Maximum Number of Securities. To the extent that any Registrable Securities requested to be registered offering is are excluded pursuant to a request by Holder(s) of Registrable Securities pursuant the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.2.
Appears in 1 contract
Samples: Registration Rights Agreement (NTR Acquisition Co.)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering that is to be a Piggyback Registration advises Section 2.1(c) or Section 2.2 advise the Company and the Holders of the Registrable Securities participating included in the Piggyback Registration such offering in writing that the dollar amount or number of shares securities requested to be included in the applicable underwritten offering exceeds the number of Common Stock or other equity securities that can be sold therein without adversely affecting the Company desires marketability, proposed offering price, timing, or method of distribution of the offering, then the amount of securities to sellbe offered shall be reduced to a number that, taken together with (i) in the shares opinion of Common Stock such managing Underwriter or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofUnderwriters can be sold without having such an adverse effect, and (iii) the shares such number of Common Stock or other equity securities, if any, securities shall be allocated as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, thenfollows:
(a) If in the Registration or registered offering is undertaken for the Company’s accountevent of an Underwritten Shelf Offering, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Shelf Offering or shall be allocated (i) first, to any holder of securities that has piggy-back registration rights with respect to such Underwritten Shelf Offering pursuant to any registration rights agreement that existed prior to the date hereof, (ii) second, to the Holders that have requested to participate in such other proportions as shall mutually be agreed to Underwritten Shelf Offering on a pro rata basis based on the relative number of Registrable Securities then held by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; them and (Ciii) third, to the extent that Company; and
(b) in the Maximum Number event of Securities has not been reached under the foregoing clauses (A) and (B)a Piggy-Back Transaction, the shares securities to be included in such Piggy-Back Transaction shall be allocated, (i) first, to any holder of Common Stock or other equity securities, if any, as to which Registration or a registered offering securities that has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is with respect to such Underwritten Shelf Offering pursuant to a request by persons or entities other than any registration rights agreement that existed prior to the Holders of Registrable Securitiesdate hereof, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent Company, and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included, to the Holders that have requested to participate in such Piggy-Back Transaction and any other securities eligible for inclusion in such Piggy-Back Transaction (it being understood there are no such eligible securities as of the Maximum Number date of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, this Agreement) on a pro rata (as nearly as practicable), basis based on the respective relative number of Registrable Securities that securities then held by each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5them.
Appears in 1 contract
Samples: Registration Rights Agreement (Nextier Oilfield Solutions Inc.)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering that is to be a Piggyback Registration advises Sections 2.1(c), 2.2(d), 2.2(e) or 2.3 advise the Company and the Holders of the Registrable Securities participating included in the Piggyback Registration in writing that the dollar amount such offering, or number of shares of Common Stock if such managing Underwriter or other equity securities that Underwriters are unwilling to so advise, if the Company desires to sell, taken together and the Holders of the Registrable Securities included in such offering conclude after consultation with such managing Underwriter or Underwriters that (i) the shares size of Common Stock the offering that the Holders, the Company and such other persons intend to make or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities as requested to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securitiesbe included, then:
(a) If if the size of the offering is the basis of such determination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters (or in the case of a Demand Registration or registered an offering is undertaken for the Company’s accountof Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders); provided that, in the event of a Demand Registration or pursuant to a Shelf Registration Statement, the securities to be included in such Demand Registration and Shelf Registration Statement shall be allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such Demand Registration or pursuant to a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all the securities referred to in clause (x) have been included, the number of securities that the Company shall proposes to include in any such Demand Registration or registered Shelf Registration Statement that, in the opinion of the managing underwriter or underwriters (or in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to in clause (y) have been included in such registration, any other securities eligible for inclusion in such registration; provided, further that, in the event of a Piggy-Back Registration, the securities to be included in such Piggy-Back Registration shall be allocated, (A) first, 100% of the shares of Common Stock or other equity securities that proposed to be sold in such Piggyback Registration by the Company desires to sellif such registration is initiated by the Company for its own behalf, which can be sold without exceeding the Maximum Number of Securities; (B) second, and only if all the securities referred to the extent that the Maximum Number of Securities has not been reached under the foregoing in clause (A)) have been included, the number of Registrable Securities that, in the opinion of Holders exercising their rights to register their such managing underwriter or underwriters (or in the case of a Demand Registration or an offering of Registrable Securities pursuant to Section 2.2.1a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can be sold without having such adverse effect, with such number to be allocated pro rata (as nearly as practicable), among all investors that have requested to participate in such registration based on the respective relative number of Registrable Securities that (or their equivalent in the case of investors not party to this Agreement) then held by each Holder has requested be such investor and (iii) third, and only if all of the securities referred to in clause (B) have been included in such Underwritten Offering and registration, any other securities eligible for inclusion in such registration.
(b) if the aggregate number kind of securities to be offered is the basis of such determination, (i) the Registrable Securities that the Holders have requested to be included in such Underwritten Offering or offering shall be reduced as described in such other proportions as shall mutually be agreed to by all such selling Holdersclause (a) above or, which can be sold without exceeding (ii) if the Maximum Number actions described in clause (i) would, in the good faith, best judgment of Securities; and the managing Underwriter (C) thirdor, to in the extent that the Maximum Number case of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which a Demand Registration or a registered an offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereofa Shelf Registration Statement, then in each case, not being underwritten, the Company shall include in any majority of the Holders), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such Registration or registered offering securities pursuant to Section 2.1.5offering, such Registrable Securities will be excluded from such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Affinion Group Holdings, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Acquiror and the Holders of holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Acquiror Common Stock or other equity Acquiror securities that the Company which Acquiror desires to sell, taken together with (i) the shares of Acquiror Common Stock or other equity Acquiror securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Acquiror Common Stock or other equity Acquiror securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyAcquiror, exceeds the Maximum Number of Securities, thenthen Acquiror shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyAcquiror’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Acquiror Common Stock or other equity securities that the Company Acquiror desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Founder Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities written contractual piggy-back registration rights under the Founder Registration Rights Agreement that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Acquiror Common Stock or other equity securities, if any, as securities for the account of other Persons that Acquiror is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of than this Agreement or the Company, which Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Acquiror Common Stock or other equity securitiessecurities for the account of the Demanding Holders, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Founder Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities written contractual piggy-back registration rights under the Founder Registration Rights Agreement that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Acquiror Common Stock or other equity securities that the Company Acquiror desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), Registrable Securities of Holders as to which registration has been requested pursuant to Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Acquiror Common Stock or other equity securities for the account of other persons or entities Persons that the Company Acquiror is obligated to register pursuant to separate written contractual arrangements with such persons Persons (other than this Agreement or entitiesthe Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder Registration Rights Agreement that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Acquiror Common Stock or other securities that Acquiror desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Acquiror Common Stock or other equity securities for the account of other Persons that Acquiror is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the shares of Acquiror Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Founder Securities as to which registration has been requested pursuant to a request by Holder(sthe written contractual piggy-back registration rights under the Founder Registration Rights Agreement that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Acquiror Common Stock or other securities that Acquiror desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.1 hereof2.2, then Pro Rata among the Company holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Acquiror Common Stock or other equity securities for the account of other Persons that Acquiror is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Acquiror securities that are convertible into shares of Acquiror Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include in any such Registration or registered offering Acquiror securities pursuant on an as-converted to Section 2.1.5Acquiror Common Stock basis.
Appears in 1 contract
Samples: Registration Rights Agreement (CF Finance Acquisition Corp. III)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Demand Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Demanding Holder in writing that the dollar amount or number of shares of Common Stock (or other equity securities that amount) and type of Registrable Securities which the Company Demanding Holder desires to sell, taken together with (i) the all other shares of Common Stock or other equity securitiessecurities which the Company desires to sell and the shares of Common Stock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of held by other stockholders of the CompanyCompany who desire to sell, exceeds the maximum dollar amount or maximum number of shares (or other amount) and type that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares (or other amount) and type, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Holders under this Section 2.1 and the Existing Holders pursuant to Sections 2.2 of the Existing Registration Rights Agreements, subject to reduction in accordance with 50% being allocated to the Holders (allocated among the Holders pro rata in accordance with the number of shares of Registrable Securities (on an as converted basis with respect to the Warrants) which such Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by the Holders) and 50% to the Existing Holders (allocated among the Existing Holders in accordance with the Existing Registration Rights Agreements) that can be sold without exceeding the Maximum Number of Securities;
(b) If Shares; provided, however that if either the Registration Holders, on the one hand, or registered offering is pursuant the Existing Holders, on the other hand, are able to a request by persons include in such registration all of such Holders’ Registrable Securities or entities other than the Holders of Existing Holders’ Existing Registrable Securities, then the Company shall include in any such Registration or registered offering (A) firstrespectively, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of SecuritiesShares (each, in such case, a “Fully Allocated Group”), the remaining shares of Common Stock under this clause (i) shall be allocated to the Holders or the Existing Holders, who are not the Fully Allocated Group (allocated among such holders as set forth above); (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities shares of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities Common Stock or other securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Ciii) third, third to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or for the account of other equity securities persons that the Company desires is obligated to sell, which register pursuant to other written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Div) fourth, to the extent that the Maximum Number of Securities has Shares have not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock or that other equity securities for the account of other persons or entities stockholders desire to sell that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (NationsHealth, Inc.)
Reduction of Offering. (a) Piggy-Back Registration. If the managing Underwriter or Underwriters of any underwritten offering described in an Underwritten Offering that is to be a Piggyback Registration advises Section 2.2 have informed, in writing. the Company and the Selling Holders of the Registrable Securities participating requesting inclusion in the Piggyback Registration in writing such offering that it is their opinion that the dollar amount or total number of shares of Common Stock or which Holdings, the Selling Holders and any other equity securities that the Company desires Persons desiring to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which Registration or a registered offering has been demanded pursuant such securities can be sold, then the number of shares to separate written contractual arrangements with persons or entities be offered for the account of the Selling Holders and all such other Persons (other than the Holders of Registrable Securities hereunder, (iiHoldings) the Registrable Securities as to which participating in such registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock shall be reduced or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, limited pro rata (as nearly as practicable), based on in proportion to the respective number of Registrable Securities that each Holder has shares requested to be included in such Underwritten Offering and registered to the aggregate extent necessary to reduce the total number of Registrable Securities that the Holders have shares requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering to the extent that the Maximum Number number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesshares, if any, as to which Registration or a registered recommended by such managing Underwriters; provided. however, that if such offering has been requested is effected for the account of any security holder of Holdings other than the Selling Holders, pursuant to written contractual piggy-back the demand registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securitiesany such security holder, then the Company shall include in any such Registration or registered offering number of shares to be offered for the account of Holdings (A) first, the shares of Common Stock or other equity securities, if any, of ) and the Selling Holders (but not such requesting persons security holders who have exercised their demand registration rights) shall be reduced or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, limited pro rata (as nearly as practicable), based on in proportion to the respective number of Registrable Securities that each Holder has shares requested to be included in such Underwritten Offering and registered to the aggregate extent necessary to reduce the total number of Registrable Securities that the Holders have shares requested to be included in such Underwritten Offering or offering to the number of shares, if any, recommended by such managing Underwriters.
(b) If, as a result of the proration provisions of this Section 2.3, any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such other proportions as registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall mutually be agreed irrevocable and, after making a withdrawal Election, a Selling Holder shall no longer have any right to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of include Registrable Securities pursuant in the registration as to Section 2.1 hereof, then the Company shall include in any which such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Samples: Shareholders and Registration Rights Agreement (Classic Communications Inc)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration advises an underwritten offering advise the Company and the Holders holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof3.3, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders shareholders of the Company, exceeds the Maximum Number of Securities, thenthen the Company shall include in any such registration:
(ai) If the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.1, 3.3 (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder such holder of Registrable Securities has actually requested be included in such Underwritten Offering and registration, regardless of the aggregate number of Registrable Securities with respect to which such holders of Registrable Securities have the right to request such inclusion) that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, of Persons other than the holders of Registrable Securities, as to which Registration or a registered offering registration has been requested pursuant to written contractual piggy-back registration rights of such Persons (pro rata based on the number of shares of Common Stock and other stockholders securities which each such Person has actually requested be included in such registration, regardless of the Company, number of shares of Common Stock or other securities with respect to which such Persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Ship Lease, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering underwriter(s) for a Piggyback Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating that in the Piggyback Registration in writing that their opinion the dollar amount or number of shares of Common Stock Shares or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock Shares or other equity securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderthird parties, (ii) if any, the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2, and (iii) the shares of Common Stock Shares or other equity securities, if any, securities as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back piggyback registration rights of other stockholders of the Company, exceeds may materially adversely affect the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders success of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securitiesunderwritten offering, then the Company shall include in any such Registration registration:
(i) if the registration is undertaken for the Company’s account: (A) first, all of the securities offered by the Company; and (B) second, up to the full amount of securities requested to be included by the Holders and allocated pro rata among the Holders requesting that their Registrable Securities be included in such registration on the basis of the number of Registrable Securities owned by each such Holder (subject to any Maximum Threshold) and (C) third, by all other holders of securities (other than Registrable Securities) with registration rights entitling them to participate in such Piggyback Registration, allocated pro rata among such holders on the basis of the amount of Registrable Securities then held by such holders (subject to any Maximum Threshold); and
(ii) if the registration is a “demand” registration undertaken at the demand of one or registered offering more Persons other than the Company and any Holder, (A) first, the shares of Common Stock Shares or other equity securities, if any, securities for the account of such requesting persons or entities, other than the Holders of Registrable Securities, which can demanding Persons requested to be sold without exceeding the Maximum Number of Securitiesincluded therein; (B) second, up to the extent that the Maximum Number full amount of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have securities requested to be included in such Underwritten Offering or in Piggyback Registration by the Holders entitled to participate therein, allocated pro rata among such other proportions as shall mutually be agreed to holders on the basis of the amount of Registrable Securities then held by all such selling Holders, which can be sold without exceeding the Maximum Number of SecuritiesHolder; (C) third, up to the extent that full amount of securities proposed to be included in the Maximum Number of Securities has not been reached under registration by the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of SecuritiesCompany; and (D) fourth, up to the extent that full amount of securities requested to be included in such Piggyback Registration by all other Persons entitled to participate therein, allocated pro rata among such other Persons on the Maximum Number basis of Securities has not been reached under the foregoing clauses (Aamount of securities requested to be included therein by each such other Person; such that, in each case, the total amount of securities to be included in such Piggyback Registration is the full amount that, in the view of the managing underwriter(s), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding materially adversely affecting the Maximum Number success of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Piggyback Registration.
Appears in 1 contract
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the offering that the Stockholders, the Company and/or such other Persons intend to make is such that the success of the offering would be materially and adversely affected by inclusion of all of the Registrable Securities requested to be a Piggyback Registration advises included then the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that to be included in the Company desires to sell, taken together with (i) offering shall be reduced by the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than amount indicated by the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofUnderwriters, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering registration the then remaining shares to be included in the offering, allocated as follows: (A) in the case of a Demand Registration (i) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering Demand Registration by the Stockholder or Stockholders requesting such Demand Registration, any other Stockholders, if any, who request to be included in such other proportions as shall mutually be agreed to by all such selling HoldersDemand Registration, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock of members of the Company's management who exercise piggyback registration rights in order to be included in such registration (such amount to be allocated among such Stockholders and management holders in proportion to the number of Registrable Securities (or other equity securitiesshares of Common Stock subject to piggyback registration rights, in the case of the management holders) held by them) and (ii) second, the shares, if any, as proposed to which Registration be registered by the Company for its own account or a registered offering has been requested pursuant to written contractual piggy-back registration rights by any other holders of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
Common Stock (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders management holders referred to in clause (i) above) who have the right to include their shares of Registrable SecuritiesCommon Stock in such registration; and (B) in the case of a Piggy-Back Registration, then the Company shall include in any such Registration or registered offering (Ai) first, the shares of Common Stock or other equity securitiesshares, if any, proposed to be registered by the Company for its own account or for the account of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; any security holder exercising contractual demand registration rights and (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or registration pursuant to Section 2.2 by any Stockholder (such amount to be allocated among such Stockholders in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, proportion to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) number of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any held by such Registration or registered offering securities pursuant to Section 2.1.5Stockholders).
Appears in 1 contract
Samples: Registration Rights Agreement (Peabody Energy Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be for a Piggyback Registration Shelf Underwriting advises the Company Purchaser and the Demanding Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities Registrable Securities that the Company desires Demanding Holders and the Other Selling Investors (if any) desire to sell, taken together with (i) the shares of Common Stock all other Purchaser Class A Shares or other equity securities which Purchaser desires to sell concurrently (a “Concurrent Purchaser Offering”) and Purchaser Class A Shares or other securities, if any, as to which an Underwritten Offering pursuant to a Registration or a registered offering by Purchaser has been demanded requested concurrently pursuant to separate written contractual arrangements registration rights held by other security holders of Purchaser (a “Concurrent Secondary Offering” and together with persons Concurrent Purchaser Offering, a “Concurrent Offering”), exceeds the maximum dollar amount or entities other than maximum number of shares that can be sold in such offerings without adversely affecting the Holders proposed offering price, the timing, the distribution method, or the probability of Registrable Securities hereundersuccess of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then the following shall be included in such Shelf Underwriting and any Concurrent Offering: (iii) first, the Registrable Securities as to which registration the Demanding Holders have requested the Shelf Underwriting (pro rata in accordance with the number of securities that each applicable Person has been requested pursuant to Section 2.2 hereofbe included in such registration, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders regardless of the Company, exceeds the Maximum Number number of Securities, then:
securities held by each such Person (asuch proportion is referred to herein as “Pro Rata”)) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata that Other Selling Investors have requested be included in such Shelf Underwriting (as nearly as practicable), based on Pro Rata in accordance with the respective number of Registrable Securities securities that each Holder applicable Person has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities registration) that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Purchaser Class A Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company Purchaser desires to sell, which sell in the Concurrent Purchaser Offering that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Purchaser Class A Shares or other equity securities, if any, to be included in the Concurrent Secondary Offering (Pro Rata in accordance with the number of securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with each applicable Person has requested be included in such persons or entities, which registration) that can be sold without exceeding the Maximum Number of Securities; and
(c) If . In the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to event that Purchaser securities that are convertible into Purchaser Class A Shares are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.1.2 shall include in any such Registration or registered offering Purchaser securities pursuant on an as-converted to Section 2.1.5Purchaser Class A Share basis.
Appears in 1 contract
Samples: Business Combination Agreement (TradeUP Global Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration managing underwriter or registered underwriters of any underwritten offering is undertaken for the Company’s accountdescribed in Section 2.2 have informed, in writing, the Company shall include in any such Registration or registered offering (A) first, the shares Selling Holders of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Issuer, the Selling Holders exercising their rights and any other Persons desiring to register their Registrable Securities participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of shares to be offered for the account of the Selling Holders and all other Persons requesting inclusion in such offering pursuant to Section 2.2.1, "piggy-back" registration rights (other than (i) any Person initiating such offering pursuant to "demand" registration rights and (ii) the Issuer) participating in such registration shall be reduced or limited pro rata (as nearly as practicable), based on among the Selling Holders and such other Persons in proportion to the respective number of Registrable Securities shares requested to be registered by each such Selling Holder and other Person (provided that each any shares thereby allocated to any such Selling Holder has requested or other Person that exceed such Selling Holder's or other Person's request shall be included reallocated among the remaining requesting Selling Holder's or Person's in such Underwritten Offering and like manner) to the aggregate minimum extent necessary to reduce the total number of Registrable Securities that the Holders have shares requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering to the extent that the Maximum Number number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesshares, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;recommended by such managing underwriters.
(b) If If, as a result of the Registration or registered offering is pursuant proration provisions of this Section 2.3, any Selling Holder shall not be entitled to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the all Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities in a Piggy-Back Registration that each such Selling Holder has requested to be included in included, such Underwritten Offering and the aggregate number of Selling Holder may make a Withdrawal Election; provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities that in the Holders have requested registration as to be included in which such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Samples: Common Stock Registration Rights and Stockholders Agreement (MMH Holdings Inc)
Reduction of Offering. If the managing Underwriter or Underwriters in In connection with an Underwritten Offering that is to be underwritten offering where Holders have requested a Piggyback Piggy-Back Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account3(a), the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires use its best efforts to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the cause all Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering Piggy-Back Registration to be included as provided in Section 4(a). If the managing underwriter or underwriters of any such Piggy-Back Registration which is an underwritten offering have informed, in writing, the Holders requesting inclusion of Registrable Securities in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent offering that it is their opinion that the Maximum Number total number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesSecurities and any other Persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the shares to be offered for the account of all Persons participating in such Piggy-Back Registration shall be reduced or limited (to zero if necessary) and the Company shall include in any such Registration or registered offering the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows:
(Ai) firstFirst, the shares of Common Stock or other equity securitiessecurities proposed to be registered by the Company for its own account;
(ii) Second, if any, of such requesting persons or entitiesthe securities proposed to be registered by the Company, other than for its own account, including, without limitation, the Registrable Securities duly requested to be included in the registration by the Holders and the Shares required to be registered by the Company pursuant to the exercise by any Person other than a Holder of Registrable Securities, which can of its piggy-back rights. All reductions in shares included in a Registration Statement shall be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, allocated pro rata (as nearly as practicable), based on in proportion to the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have shares requested to be included in such Underwritten Offering or in offering by such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, Persons to the extent that necessary to reduce the Maximum Number total number of Securities has not been reached under shares requested to be included in such offering to the foregoing clauses (A) and (B)number of shares, if any, recommended by such managing underwriter or underwriters. Although the specific shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number disposed of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request Piggy-Back Registration will cease to be Registrable Securities, the mere registration of Registrable Securities under this Section 4 shall not relieve the Company of its obligation to effect or maintain a Shelf Registration Statement pursuant to Section 2 or a Demand Registration Statement pursuant to Section 3. No failure by Holder(s) the Holders to elect a Piggy-Back Registration under this Section 4 or to complete the sale of Registrable Securities pursuant to Section 2.1 hereofthe registration statement effected in connection therewith, then and no withdrawal of Registrable Securities from a Piggy-Back Registration, shall relieve the Company shall include in of any such Registration or registered offering securities pursuant to Section 2.1.5other obligation under this Agreement, including without limitation, the Company's obligations under Sections 6 and 7.
Appears in 1 contract
Samples: Registration Rights Agreement (Inter Act Systems Inc)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that which the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderHolders, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:
then the Company shall include in any such registration: (ai) If if the Registration or registered offering registration is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering : (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their and Existing Registrable Securities as to which registration has been requested by the Holders under this Section 2.2 and the Existing Holders pursuant to Section 2.2.1Sections 2.2 of the Existing Registration Rights Agreements, subject to reduction in accordance with 50% being allocated to the Holders (allocated among the Holders pro rata (as nearly as practicable), based on in accordance with the respective number of shares of Registrable Securities that each Holder has (on an as converted basis with respect to any Convertible Notes, warrants or options held by such Holders) which such Holders have requested be included in such Underwritten Offering and registration, regardless of the aggregate number of shares of Registrable Securities held by the Holders) and 50% to the Existing Holders (allocated among the Existing Holders in accordance with the Existing Registration Rights Agreements) that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of SecuritiesShares; provided, however that if either the Holders, on the one hand, or the Existing Holders, on the other hand, are a Fully Allocated Group, the remaining shares of Common Stock under this clause (B) shall be allocated to the Holders or the Existing Holders, who are not the Fully Allocated Group (allocated among such holders as set forth above); and (C) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securitiesStock, if any, as to which Registration or a registered offering registration has been requested pursuant to other written contractual piggy-back registration rights of which such other stockholders of the Company, which desire to sell that can be sold without exceeding the Maximum Number of Securities;
Shares; and (bii) If if the Registration or registered offering registration is pursuant to a request by “demand” registration undertaken at the demand of persons or entities other than the Holders of Registrable Securitiespursuant to written contractual arrangements with such persons, then the Company shall include in any such Registration or registered offering (A) first, (1) the shares of Common Stock or other equity securities, if any, for the account of such requesting the demanding persons or entities, other than and (2) the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Holders under this Section 2.2 and the Existing Holders pursuant to Sections 2.2 of the Existing Registration Rights Agreements (the “Holder/Existing Holder Piggy-Back Shares”), the shares allocated by (1) and (2) subject to pro rata (on an as converted basis with respect to any Convertible Notes, warrants or options held by such Holders) reduction in accordance with the aggregate number of shares of Registrable SecuritiesSecurities and Existing Registrable Securities beneficially owned by the Holders and the Existing Holders, which on the one hand, and the aggregate number of shares of Common Stock beneficially owned by such other demanding holders of Common Stock, on the other hand, that can be sold without exceeding the Maximum Number of SecuritiesShares; and with the Holder/Existing Holder Piggy-Back Shares being allocated amongst the Holders and the Existing Holders on the basis of 50% to the Holders (allocated among the Holders pro rata in accordance with the number of shares of Registrable Securities (on an as converted basis with respect to any Convertible Notes, warrants or options held by such Holders) which such Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by the Holders) and 50% to the Existing Holders (allocated among the Existing Holders in accordance with the Existing Registration Rights Agreements); provided, however that if either the Holders, on the one hand, or the Existing Holders, on the other hand, are a Fully Allocated Group, the remaining shares of Common Stock under this clause (A) shall be allocated to the Holders or the Existing Holders, who are not the Fully Allocated Group (allocated among such holders as set forth above), (B) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (A), the Registrable Securities sh ares of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities Common Stock or other securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; and (C) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other equity securities stockholders desire to sell that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (NationsHealth, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) : If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) ; If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) and If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.
Appears in 1 contract
Samples: Business Combination Agreement (Sandbridge Acquisition Corp)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of Persons other than Demanding Holders under Section 2.1: (i) first, the Pubco Ordinary Shares or entities, which other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; and
(cii) If second, to the Registration extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or registered offering is other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Kalera Public LTD Co)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the United Hydrogen Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the United Hydrogen Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the United Hydrogen Securities for the account of any Persons who have exercised demand registration rights pursuant to the United Hydrogen Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the United Hydrogen Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the United Hydrogen Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of United Hydrogen Securities under the United Hydrogen Registration Rights Agreement: (i) first, the United Hydrogen Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the United Hydrogen Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or entitiesother securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the United Hydrogen Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the United Hydrogen Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of United Hydrogen Securities exercising demand registration rights under the United Hydrogen Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the United Hydrogen Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the United Hydrogen Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Aimei Health Technology Co., Ltd.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration advises the Company an underwritten offering advises, in good faith, Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of SecuritiesShares, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Ciii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares;
(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the Demanding Holders that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders, Pro Rata among such holders based on the number of Founder Securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares; and
(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Shares. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to exercise Piggy Back Registration rights with respect to such registration and offering. Notwithstanding anything to the contrary herein, in the event that an offering pursuant to a Piggy-Back Registration is not underwritten, but Pubco’s board of directors reasonably determines in good faith that the dollar amount or number of Registrable Securities which the Investors desire to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares or other securities, if any, as to which Registration or a registered offering registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other security holders of other stockholders of the CompanyPubco who desire to sell, which can be sold without exceeding exceeds the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesShares, then the Company shall number of securities include in any such Registration or registered offering (A) first, registration shall be reduced in the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached same priority as underwritten offerings under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to this Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.52.2.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Brooge Holdings LTD)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock Pubco Ordinary Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-piggy- back registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of Securities, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock Pubco Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock Pubco Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Ordinary Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock Pubco Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of Persons other than Demanding Holders under Section 2.1: (i) first, the Pubco Ordinary Shares or entities, which other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; and
(cii) If second, to the Registration extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or registered offering is other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Kalera Public LTD Co)
Reduction of Offering. If Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the offering that the Stockholders, the Company and/or such other Persons intend to make is such that the success of the offering would be materially and adversely affected by inclusion of all of the Registrable Securities requested to be a Piggyback Registration advises included then the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that to be included in the Company desires to sell, taken together with (i) offering shall be reduced by the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than amount indicated by the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereofUnderwriters, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering registration the then remaining shares to be included in the offering, allocated as follows: (A) in the case of a Demand Registration (i) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering Demand Registration by the Stockholder or Stockholders requesting such Demand Registration, any other Stockholders, if any, who request to be included in such other proportions as shall mutually be agreed to by all such selling HoldersDemand Registration, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock of members of the Company's management who exercise piggyback registration rights in order to be included in such registration (such amount to be allocated among such Stockholders and management holders in proportion to the number of Registrable Securities (or other equity securitiesshares of Common Stock subject to piggyback registration rights, in the case of the management holders) held by them) and (ii) second, the shares, if any, as proposed to which Registration be registered by the Company for its own account or a registered offering has been requested pursuant to written contractual piggy-back registration rights by any other holders of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
Common Stock (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders management holders referred to in clause (i) above) who have the right to include their shares of Registrable SecuritiesCommon Stock in such registration; and (B) in the case of a Piggyback Registration, then the Company shall include in any such Registration or registered offering (Ai) first, the shares of Common Stock or other equity securitiesshares, if any, proposed to be registered by the Company for its own account or for the account of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; any security holder exercising contractual demand registration rights and (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or registration pursuant to Section 2.2 by any Stockholder (such amount to be allocated among such Stockholders in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, proportion to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) number of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any held by such Registration or registered offering securities pursuant to Section 2.1.5.Stockholders). ARTICLE III
Appears in 1 contract
Samples: Registration Rights Agreement (Pinnacle Airlines Corp)
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 ----------- --- determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock or other equity securitieswith respect to a Demand Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s accountbasis of such Underwriter's or Underwriters' determination, the Company shall not include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering equal to the extent that Excess Amount, such reduction first to be allocated pro rata among the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Holders or other equity securities, if any, as to which Persons who did not initiate the request for a Demand Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, according to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that each Holder has requested be included if such Holders cannot include all their shares in such Underwritten Offering and offering, the aggregate number amount of Registrable Securities that the Holders have requested to be included registered shall be reduced pro rata among the initiating Holders (provided further that if the Sears Stockholder or the FS Stockholder initiates a Demand Registration pursuant to Section 2.1(a) and an Existing Stockholder -------------- or the Ripplewood Stockholder or the Xxxxxxxx Partnership requests to participate in such Underwritten Offering Demand Registration, the FS Stockholder or Sears Stockholder (or both in the case of a Simultaneous Registration by them), and such other proportions as Existing Stockholder, the Ripplewood Stockholder or the Xxxxxxxx Partnership and each of them participating shall mutually be agreed treated pari passu with ---------- respect to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached a reduction under the foregoing clauses (A) this Section 2.3 and (B)ii) in the case of a ----------- Piggy-Back Registration, the shares of Common Stock or other equity if securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is obligated reduced shall not exceed the proportion by which the amount of such class of securities intended to register pursuant be offered by such other Persons is reduced (it being understood that with respect to separate written contractual arrangements with the Holders and third parties such persons or entities, which can reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities)."
(cf) If Section 2.4 of Exhibit A of the Registration or registered offering Restated Agreement is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include hereby ----------- --------- amended in any such Registration or registered offering securities pursuant to Section 2.1.5.its entirety as follows:
Appears in 1 contract
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 ----------- --- determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock or other equity securitieswith respect to a Demand Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s accountbasis of such Underwriter's or Underwriters' determination, the Company shall not include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering equal to the extent that Excess Amount, such reduction first to be allocated pro rata among the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Holders or other equity securities, if any, as to which Persons who did not initiate the request for a Demand Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, according to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that each Holder has requested be included if such Holders cannot include all their shares in such Underwritten Offering and offering, the aggregate number amount of Registrable Securities that the Holders have requested to be included registered shall be reduced pro rata among the initiating Holders (provided further that if the Sears Stockholder or the FS Stockholder initiates a Demand Registration pursuant to Section 2.1(a) and an Existing Stockholder or the Ripplewood Stockholder -------------- or the Xxxxxxxx Partnership requests to participate in such Underwritten Offering Demand Registration, the FS Stockholder or Sears Stockholder (or both in the case of a Simultaneous Registration by them), and such other proportions as Existing Stockholder, the Ripplewood Stockholder or the Xxxxxxxx Partnership and each of them participating shall mutually be agreed treated pari passu with respect to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached a reduction under the foregoing clauses (A) this Section ---- ----- ------- 2.3 and (B)ii) in the case of a Piggy-Back Registration, the shares of Common Stock or other equity if securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are --- being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is obligated reduced shall not exceed the proportion by which the amount of such class of securities intended to register pursuant be offered by such other Persons is reduced (it being understood that with respect to separate written contractual arrangements with the Holders and third parties such persons or entities, which can reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities)."
(cf) If Section 2.4 of Exhibit A of the Registration or registered offering Restated Agreement is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include hereby ----------- --------- amended in any such Registration or registered offering securities pursuant to Section 2.1.5.its entirety as follows:
Appears in 1 contract
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock or other equity securitieswith respect to a Demand Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s accountbasis of such Underwriter's or Underwriters' determination, the Company shall not include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering equal to the extent that Excess Amount, such reduction first to be allocated pro rata among the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Holders or other equity securities, if any, as to which Persons who did not initiate the request for a Demand Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, according to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that each Holder has requested be included if such Holders cannot include all their shares in such Underwritten Offering and offering, the aggregate number amount of Registrable Securities that the Holders have requested to be included registered shall be reduced pro rata among the initiating Holders (provided further that if the Sears Stockholder or the FS Stockholder initiates a Demand Registration pursuant to Section 2.1(a) and an Existing Stockholder or the Ripplewood Stockholder requests to participate in such Underwritten Offering Demand Registration, the FS Stockholder or Sears Stockholder (or both in the case of a Simultaneous Registration by them), and such other proportions as Existing Stockholder, the Ripplewood Stockholder and each of them participating shall mutually be agreed treated pari passu with respect to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached a reduction under the foregoing clauses (Athis Section 2.3) and (B)ii) in the case of a Piggy-Back Registration, the shares of Common Stock or other equity if securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is obligated reduced shall not exceed the proportion by which the amount of such class of securities intended to register pursuant be offered by such other Persons is reduced (it being understood that with respect to separate written contractual arrangements with the Holders and third parties such persons or entities, which can reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities).
(cb) If If, as a result of the proration provisions of Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities in a Demand Registration or registered offering Piggy-Back Registration that such Holder has requested to be included, such Holder may elect by written notice to the Company to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided however, that a Withdrawal Election shall be irrevocable -------- ------- and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. If a Withdrawal Election is pursuant to made, a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5not be counted as a Demand Registration.
Appears in 1 contract
Reduction of Offering. If the lead managing Underwriter or Underwriters underwriter of any --------------------- Proposed Registration has informed, in an Underwritten Offering that is to be a Piggyback Registration advises writing, the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to requesting inclusion in such offering that it is its view that the total number of securities which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered Holders and any other Persons desiring to participate in such registration intend to include in such offering is undertaken for such as to adversely affect the Company’s accountsuccess of such offering, including the Company shall include in any price at which such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding sold, then the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested to be included offered for the account of such Holders and the number of such securities to be offered for the account of all such other Persons (other than the Company) participating in such Underwritten Offering and registration shall be reduced or limited pro rata in proportion to the aggregate --- ---- respective number of Registrable Securities that securities requested to be registered to the Holders have extent necessary to reduce the total number of securities requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering to the extent that the Maximum Number number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered recommended by such lead managing underwriter, unless such offering has been requested is being made pursuant to written contractual piggy-back exercise of a demand registration right granted by the Company to other Persons, in which case the number of securities to be offered for the account of all Persons not exercising demand registration rights of other stockholders of (including the Company, which can Holders) shall be sold without exceeding the Maximum Number of Securities;
(b) If the Registration eliminated or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, reduced pro rata (as nearly as practicable), based on in proportion to the respective number of Registrable Securities that each Holder has securities requested to be included in registered by such Underwritten Offering and Persons to reduce the aggregate total number of Registrable Securities that the Holders have securities requested to be included in such Underwritten offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in securities requested to be registered by Persons exercising a demand registration right. If the lead managing underwriter of any Proposed Offering or notifies the Holders requesting inclusion of Registrable Securities in such other proportions as shall mutually be agreed to by all such selling Holdersoffering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number kind of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that such Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the Company desires to sell, which can be sold without exceeding the Maximum Number success of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)such offering, (Bx) and the Registrable Securities to be included in such offering shall be reduced as described in the preceding sentence or (C), y) if a reduction in the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereofthe preceding sentence would, then in the Company shall include in any judgment of the lead managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such Registration or registered offering securities pursuant to Section 2.1.5offering, such Registrable Securities will be excluded from such offering.
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Acquiror and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Acquiror Common Stock or other equity Acquiror securities that the Company which Acquiror desires to sell, taken together with (i) the shares of Acquiror Common Stock or other equity Acquiror securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Acquiror Common Stock or other equity Acquiror securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyAcquiror, exceeds the Maximum Number of Securities, thenthen Acquiror shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyAcquiror’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Acquiror Common Stock or other equity securities that the Company Acquiror desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (B), the ii),the shares of Acquiror Common Stock or other equity securities, if any, as securities for the account of other Persons that Acquiror is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such Persons (other stockholders of than this Agreement or the Company, which Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Acquiror Common Stock or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Acquiror Common Stock or other equity securities that the Company Acquiror desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (B) ii), and (Ciii), the shares of Acquiror Common Stock or other equity securities for the account of other persons or entities Persons that the Company Acquiror is obligated to register pursuant to separate written contractual arrangements with such persons Persons (other than this Agreement or entitiesthe Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder Registration Rights Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founders Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Acquiror Common Stock or other securities that Acquiror desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Acquiror Common Stock or other equity securities for the account of other Persons that Acquiror is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the shares of Acquiror Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Investors as to which registration has been requested pursuant to a request by Holder(s) of Registrable this Section 2.2 and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Acquiror Common Stock or other securities that Acquiror desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Acquiror Common Stock or other equity securities for the account of other Persons that Acquiror is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities. In the event that Acquiror securities that are convertible into shares of Acquiror Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Acquiror securities pursuant on an as-converted to Section 2.1.5Acquiror Common Stock basis.
Appears in 1 contract
Samples: Registration Rights Agreement (CF Finance Acquisition Corp II)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company Pubco and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Pubco Common Stock Shares or other equity Pubco securities that the Company which Pubco desires to sell, taken together with (i) the shares of Pubco Common Stock Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities Investors hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Pubco Common Stock Shares or other equity Pubco securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back piggyback registration rights of other stockholders security holders of the CompanyPubco, exceeds the Maximum Number of SecuritiesShares, thenthen Pubco shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubco’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Pubco Common Stock Shares or other equity securities that the Company Pubco desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Founder Securities and the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (as nearly as practicable), Pro Rata among the holders of Founder Securities and such Investors based on the respective number of Founder Securities and Registrable Securities that each Holder has requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering registration, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement or in such other proportions as shall mutually be agreed to by all such selling Holders, which this Agreement that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Ciii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Pubco Common Stock Shares or other equity securities, if any, as securities for the account of other Persons that Pubco is obligated to which Registration or a registered offering has been requested register pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons and that can be sold without exceeding the Maximum Number of SecuritiesShares;
(b) If the Registration or registered offering registration is pursuant to a request by persons or entities other than “demand” registration undertaken at the Holders demand of Registrable holders of Founder Securities, then the Company shall include in any such Registration or registered offering (Ai) first, the shares Founder Securities for the account of Common Stock or other equity securitiesthe demanding holders, if anyPro Rata among such holders based on the number of Founder Securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of SecuritiesShares; (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Pubco Common Shares or other securities that Pubco desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of SecuritiesShares; (Ciii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity securities Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders of Registrable Securities based on the number of Registrable Securities requested by such holders to be included in such registration, pursuant to the applicable written contractual piggy-back registration rights of this Agreement that the Company desires to sell, which can be sold without exceeding the Maximum Number of SecuritiesShares; and (Div) fourth, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Pubco Common Stock Shares or other equity securities for the account of other persons or entities Persons that the Company Pubco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which Persons and that can be sold without exceeding the Maximum Number of SecuritiesShares; and
(c) If the Registration registration is a “demand” registration undertaken at the demand of Persons other than Investors holding Registrable Securities or registered offering is the holders of Founder Securities, (i) first, the Pubco Common Shares or other securities for the account of such demanding Persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Founder Securities and Registrable Securities, Pro Rata among the holders of Founder Securities and Registrable Securities based on the number of securities requested by such holders to be included in such registration, as to which registration has been requested pursuant to a request by Holder(sthe applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement and this Agreement that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Registrable Securities Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Common Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares. In the event that Pubco securities that are convertible into Pubco Common Shares are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Pubco securities pursuant on an as-converted to Section 2.1.5Pubco Common Share basis.
Appears in 1 contract
Samples: Registration Rights Agreement (International General Insurance Holdings Ltd.)
Reduction of Offering. If Notwithstanding anything contained in Section 2.3, if the managing Underwriter or Underwriters in Underwriter(s) of an Underwritten Offering that is to be a Piggyback Registration advises described in Sections 2.1 or 2.2 advise the Company and the 1% Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number size of shares of Common Stock or other equity securities the intended offering is such that the Company desires to sell, taken together with success of the offering would be significantly and adversely affected by (i) inclusion of the shares of Common Stock or other equity securities, if any, as Registrable Securities requested to which be included by Non-requesting Holders in a 1% Holder Piggy-Back Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares inclusion of Class A Common Stock or other equity securities, if any, as requested to which Registration or be included by the Company in a registered offering has been requested pursuant to separate written contractual piggyCompany Piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesBack Registration, then:
: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (Ax) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities Company has not been reached under the foregoing clause (A)exercised a Company Piggy-Back Registration, the Registrable Securities amount of Holders exercising their rights the Class A Common Stock to register their Registrable Securities pursuant be offered for the account of the Company shall be reduced to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number extent necessary to reduce the total amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested securities to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent amount recommended by such managing Underwriter(s) (the "Recommended Offering Size"), provided, that the Maximum Number amount of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as securities to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request offered by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any not be reduced to less than $25,000,000 for each such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of SecuritiesUnderwritten Offering; (By) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing reduction pursuant to clause (A), x) is not sufficient to reduce the Registrable Securities total amount of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested securities to be included in such Underwritten Offering or to the Recommended Offering Size, then the amount of Registrable Securities to be offered for the account of the Non-requesting Holders shall be reduced on a pro rata basis (based on the Registrable Securities requested for inclusion therein) to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering to the Recommended Offering Size, provided, that if the Helmsley Trust exercises a 1% Holder Piggy-Back Registration in connection with an Underwritten Offering under Section 2.1(c) during the first year following the Resale Shelf Effective Date, then its Registrable Securities included in such Underwritten Offering shall not be reduced before the Registrable Securities of all other proportions as shall mutually be agreed to by all such selling 1% Holders, which can be sold without exceeding including the Maximum Number Registrable Securities of Securitiesany Demand Holder or Requesting Holder in such Underwritten Offering, has first been so reduced; and (Cz) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing reduction pursuant to clauses (Ax) and (By), as applicable, are not sufficient to reduce the shares total amount of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, included in such Underwritten Offering to the extent that Recommended Offering Size, then the Maximum Number amount of Registrable Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities to be offered for the account of other persons the Requesting Holder or entities that Demand Holder, as applicable, shall be reduced on a pro rata basis (based on the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant requested for inclusion therein) to Section 2.1 hereof, then the Company shall include extent necessary to reduce the total amount of securities to be included in any such Registration or registered offering securities pursuant Underwritten Offering to Section 2.1.5the Recommended Offering Size.
Appears in 1 contract
Samples: Registration Rights Agreement (Empire State Realty Trust, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Demand Registration that is to be a Piggyback Registration an underwritten offering advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Demanding Holder in writing that the dollar amount or number of shares of Common Stock (or other equity securities that amount) and type of Registrable Securities which the Company Demanding Holder desires to sell, taken together with (i) the all other shares of Common Stock or other equity securitiessecurities which the Company desires to sell and the shares of Common Stock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of held by other stockholders of the CompanyCompany who desire to sell, exceeds the maximum dollar amount or maximum number of shares (or other amount) and type that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares (or other amount) and type, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Holders under this Section 2.1 and the Existing Holders pursuant to Sections 2.2 of the Existing Registration Rights Agreements, subject to reduction in accordance with 50% being allocated to the Holders (allocated among the Holders pro rata in accordance with the number of shares of Registrable Securities (on an as converted basis with respect to any Convertible Notes, warrants or options held by such Holders) which such Holders have requested be included in such registration, regardless of the number of shares of Registrable Securities held by the Holders) and 50% to the Existing Holders (allocated among the Existing Holders in accordance with the Existing Registration Rights Agreements) that can be sold without exceeding the Maximum Number of Securities;
(b) If Shares; provided, however that if either the Registration Holders, on the one hand, or registered offering is pursuant the Existing Holders, on the other hand, are able to a request by persons include in such registration all of such Holders’ Registrable Securities or entities other than the Holders of Existing Holders’ Existing Registrable Securities, then the Company shall include in any such Registration or registered offering (A) firstrespectively, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of SecuritiesShares (each, in such case, a “Fully Allocated Group”), the remaining shares of Common Stock under this clause (i) shall be allocated to the Holders or the Existing Holders, who are not the Fully Allocated Group (allocated among such holders as set forth above); (Bii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (Ai), the Registrable Securities shares of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities Common Stock or other securities that the Holders have requested Company desires to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; (Ciii) third, third to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock or for the account of other equity securities persons that the Company desires is obligated to sell, which register pursuant to other written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares; and (Div) fourth, to the extent that the Maximum Number of Securities has Shares have not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock or that other equity securities for the account of other persons or entities stockholders desire to sell that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (NationsHealth, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering advises the Company PubCo and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Common Stock PubCo Ordinary Shares or other equity PubCo securities that the Company which PubCo desires to sell, taken together with (i) the shares of Common Stock PubCo Ordinary Shares or other equity PubCo securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Common Stock PubCo Ordinary Shares or other equity PubCo securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPubCo, exceeds the Maximum Number of Securities, thenthen PubCo shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPubCo’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Common Stock PubCo Ordinary Shares or other equity securities that the Company PubCo desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Common Stock PubCo Ordinary Shares or other equity securities, if any, as securities for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Common Stock PubCo Ordinary Shares or other equity securitiessecurities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, if anyPro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, of such requesting persons or entities, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights PubCo Ordinary Shares or other securities that PubCo desires to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities sell that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares Registrable Securities of Common Stock or other equity Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Stock PubCo Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company PubCo is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the PubCo Ordinary Shares or entitiesother securities that PubCo desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the PubCo Ordinary Shares or other equity securities for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(cd) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the PubCo Ordinary Shares or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the PubCo Ordinary Shares or other securities that PubCo desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to a request this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by Holder(ssuch holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the PubCo Ordinary Shares or other equity securities for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that PubCo securities that are convertible into PubCo Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such PubCo securities on an as-converted to PubCo Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities pursuant would prevent PubCo or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to Section 2.1 hereof, then the Company shall include in any exercise Piggy-Back Registration rights with respect to such Registration or registered offering securities pursuant to Section 2.1.5registration and offering.
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in In connection with an Underwritten Offering that is to be underwritten --------------------- offering where Holders have requested a Piggyback Piggy-Back Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s account4(a), the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires use its best efforts to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the cause all Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering Piggy-Back Registration to be included as provided in Section 4(a). If the managing underwriter or underwriters of any such Piggy-Back Registration which is an underwritten offering have informed, in writing, the Holders requesting inclusion of Registrable Securities in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent offering that it is their opinion that the Maximum Number total number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number Holders of Securities;
(b) If the Registration or registered Registrable Securities and any other Persons participating in such registration intend to include in such offering is pursuant such as to a request by persons or entities materially and adversely affect the success of such offering, then the number of shares to be offered for the account of all such other Persons (other than the Holders of Registrable Securities, then Company and the Company Holders) participating in such Piggy-Back Registration shall include be reduced or limited (to zero if necessary) pro --- rata in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, proportion to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has shares requested to be included ---- in such Underwritten Offering and offering by such Persons to the aggregate extent necessary to reduce the total number of Registrable Securities that the Holders have shares requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, offering to the extent that number of shares, if any, recommended by such managing underwriter or underwriters. Although the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the specific shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number disposed of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration or registered offering is pursuant to a request Piggy-Back Registration will cease to be Registrable Securities, the mere registration of Registrable Securities under this Section 4 shall not relieve the Company of its obligation to effect or maintain a Shelf Registration Statement pursuant to Section 2. No failure by Holder(s) the Holders to elect a Piggy- Back Registration under this Section 4 or to complete the sale of Registrable Securities pursuant to Section 2.1 hereofthe registration statement effected in connection therewith, then and no withdrawal of Registrable Securities from a Piggy-Back Registration, shall relieve the Company shall include in of any such Registration or registered offering securities pursuant to Section 2.1.5other obligation under this Agreement.
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Pacific Aerospace & Electronics Inc)
Reduction of Offering. If (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in an Underwritten Offering Section 2.1 or 2.2 determine that the size of the offering that the Holders, the Company or any other Persons intend to make is such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sellincluded, taken together with then (i) the shares of Common Stock or other equity securitieswith respect to a Demand Registration, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders size of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration or registered offering is undertaken for the Company’s accountbasis of such Underwriter's or Underwriters' determination, the Company shall not include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number registration an amount of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, offering equal to the extent that Excess Amount, such reduction first to be allocated pro rata among the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock Holders or other equity securities, if any, as to which Persons who did not initiate the request for a Demand Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, according to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that each Holder has requested be included if such Holders cannot include all their shares in such Underwritten Offering and offering, the aggregate number amount of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as registered shall mutually be agreed to by all such selling Holders, which can be sold without exceeding reduced pro rata among the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) initiating Holders and (B)ii) in the case of a Piggy-Back Registration, the shares of Common Stock or other equity if securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities are being offered for the account of other persons or entities that Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is obligated reduced shall not exceed the proportion by which the amount of such class of securities intended to register pursuant be offered by such other Persons is reduced (it being understood that with respect to separate written contractual arrangements with the Holders and third parties such persons or entities, which can reduction may be sold without exceeding the Maximum Number all of Securities; andsuch class of securities).
(cb) If If, as a result of the proration provisions of Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities in a Demand Registration or registered offering is pursuant Piggy-Back Registration that such Holder has requested to a be included, such Holder may elect to withdraw his request by Holder(s) of to include Registrable Securities pursuant in such registration (a "Withdrawal Election"); provided -------- however, that a Withdrawal Election shall be irrevocable and, after making a ------- Withdrawal Election, a Holder shall no longer have any right to Section 2.1 hereof, then include Registrable Securities in the Company shall include in any registration as to which such Registration or registered offering securities pursuant to Section 2.1.5Withdrawal Election was made.
Appears in 1 contract
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Purchaser and the Holders of Investors holding Registrable Securities participating in the Piggyback proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other equity Purchaser securities that the Company which Purchaser desires to sell, taken together with (i) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Investors holding Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the shares of Purchaser Common Stock or other equity Purchaser securities, if any, as to which Registration or a registered offering registration has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders security holders of the CompanyPurchaser, exceeds the Maximum Number of Securities, thenthen Purchaser shall include in any such registration:
(a) If the Registration or registered offering registration is undertaken for the CompanyPurchaser’s account, the Company shall include in any such Registration or registered offering : (Ai) first, the shares of Purchaser Common Stock Stock, the Sponsor Shares or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities, if any, as securities for the account of other Persons that Purchaser is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering Section 2.1: (Ai) first, the shares of Purchaser Common Stock or other equity securitiessecurities for the account of the Demanding Holders, if anythe Sponsor Shares and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such requesting persons or entitiesholders to be included in such registration, other than the Holders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights Investors as to register their Registrable Securities which registration has been requested pursuant to this Section 2.2.12.2, pro rata (the Sponsor Shares and the Founder Securities as nearly as practicable)to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Purchaser Common Stock or other equity securities that the Company Purchaser desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Purchaser Common Stock or other equity securities for the account of other persons or entities Persons that the Company Purchaser is obligated to register pursuant to separate written contractual arrangements with such persons Persons that can be sold without exceeding the Maximum Number of Securities;
(c) If the registration is a “demand” registration undertaken at the demand of holders of Sponsor Shares: (i) first, the Sponsor Shares for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section , Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or entitiesother securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(d) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(ce) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the shares of Purchaser Common Stock or registered offering is other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) the Registrable Securities of Investors as to which registration has been requested pursuant to a request by Holder(s) of Registrable this Section 2.2, the Sponsor Shares and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.2.2 shall include in any such Registration or registered offering Purchaser securities pursuant on an as-converted to Section 2.1.5Purchaser Common Stock basis.
Appears in 1 contract
Samples: Registration Rights Agreement (Pono Capital Two, Inc.)
Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering for a Demand Registration that is to be a Piggyback Registration an underwritten offering, in good faith, advises the Company Acquiror and the Demanding Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that Registrable Securities which the Company desires Demanding Holders desire to sell, taken together with (i) the all other shares of Acquiror Common Stock or other equity securities which Acquiror desires to sell and the shares of Acquiror Common Stock or other securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration by Acquiror has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by other security holders of other stockholders of the CompanyAcquiror who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration or registered offering is undertaken for the Company’s account, the Company then Acquiror shall include in any such Registration or registered offering Registration: (Ai) first, the shares Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of Common Stock or other equity securities that each Demanding Holder has requested be included in such registration, regardless of the Company desires number of securities held by each such Demanding Holder, as long as they do not request to sellinclude more securities than they own (such proportion is referred to herein as “Pro Rata”)), which that can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Founder Securities of Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to Section 2.2.1the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, pro rata (as nearly as practicable), Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Holder has securities requested be included in by such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested holders to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holdersregistration, which that can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the shares of Acquiror Common Stock or other equity securities, if any, as securities that Acquiror desires to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares Registrable Securities of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated Holders as to register which registration has been requested pursuant to separate written contractual arrangements with Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such persons or entitiesholders to be included in such registration, which that can be sold without exceeding the Maximum Number of Securities; and
and (cv) If fifth, to the Registration extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Acquiror Common Stock or registered offering other securities for the account of other Persons that Acquiror is obligated to register pursuant to a request by Holder(swritten contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Registrable Securities pursuant to Securities. In the event that Acquiror securities that are convertible into shares of Acquiror Common Stock are included in the offering, the calculations under this Section 2.1 hereof, then the Company 2.1.4 shall include in any such Registration or registered offering Acquiror securities pursuant on an as-converted to Section 2.1.5Acquiror Common Stock basis.
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Samples: Registration Rights Agreement (CF Finance Acquisition Corp. III)
