Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with (x) the Common 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 other than the Holders under this Agreement and (y) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then:
Appears in 5 contracts
Samples: Investor Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo PubCo, the Special Holders and the Holders PEM Equityholders, in each case, participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Special Holders under this Agreement and PEM Equityholders hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to this Section 3.24.2, exceeds the Maximum Number of Securities, then:
Appears in 4 contracts
Samples: Investor Rights Agreement (Temasek Holdings (Private) LTD), Investor Rights Agreement (E2open Parent Holdings, Inc.), Investor Rights Agreement (E2open Parent Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the shares of Common Shares 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 other than the Holders under this Agreement hereunder and (yii) the shares of Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.22.2, exceeds the Maximum Number of Securities, then:
Appears in 4 contracts
Samples: Investor Rights Agreement (Appreciate Holdings, Inc.), Investor Rights Agreement (OPAL Fuels Inc.), Investor Rights Agreement (Proptech Investment Corp. Ii)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Piggyback Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common 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 other than the Piggyback Holders under this Agreement hereunder and (yii) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then:
Appears in 3 contracts
Samples: Investor Rights Agreement (Genius Sports LTD), Investor Rights Agreement (dMY Technology Group, Inc. II), Transaction Support Agreement (dMY Technology Group, Inc. II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Special Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Special Holders under this Agreement hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then:
Appears in 3 contracts
Samples: Investor Rights Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Piggyback Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common 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 other than the Piggyback Holders under this Agreement hereunder and (yii) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.22.2, exceeds the Maximum Number of Securities, then:
Appears in 3 contracts
Samples: Registration Rights Agreement (Catcha Investment Corp), Registration Rights Agreement (Super Group (SGHC) LTD), Registration Rights Agreement (Sports Entertainment Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo Parent and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Common Shares Stock or other Equity Securities that PubCo Parent desires to sell, taken together with (xi) the shares of Common Shares 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 other than the Holders under this Agreement hereunder and (yii) the shares of Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.22.2, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Investor Rights Agreement (Dave Inc./De), Agreement and Plan of Merger (VPC Impact Acquisition Holdings III, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders Special Holders, in each case, participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Special Holders under this Agreement hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to this Section 3.24.2, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Investor Rights Agreement (BRC Inc.), Investor Rights Agreement (Silverbox Engaged Merger Corp I)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo the Company and the Piggyback Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or any other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or any other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons other than the Piggyback Holders under this Agreement hereunder and (yii) the shares of Common Shares Stock or any other Equity Securitiesequity securities, if any, as to which registration has been requested pursuant to Section 3.22.2, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Registration Rights Agreement (Planet Labs PBC), Registration Rights Agreement (dMY Technology Group, Inc. IV)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Special Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Special Holders under this Agreement hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.23.2 hereof, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Investor Rights Agreement (Utz Brands, Inc.), Tax Receivable Agreement (Collier Creek Holdings)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo the Company and the Piggyback Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo the Company desires to sell, taken together with (xi) the Common 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 other than the Piggyback Holders under this Agreement hereunder and (yii) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.22.2, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Registration Rights Agreement (IonQ, Inc.), Registration Rights Agreement (dMY Technology Group, Inc. III)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Holders under this Agreement hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then:
Appears in 2 contracts
Samples: Investor Rights Agreement (QualTek Services Inc.), Investor Rights Agreement (Roth CH Acquisition III Co)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Special Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, taken together with (xi) the Common Shares 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 other than the Special Holders under this Agreement hereunder and (yii) the Common Shares Stock or other Equity Securities, if any, as to which registration has been requested pursuant to this Section 3.24.2, exceeds the Maximum Number of Securities, then:
Appears in 1 contract
Samples: Business Combination Agreement (CC Neuberger Principal Holdings I)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown, which shall be governed by Section 3.1(e)), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with (x) the Common 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 other than the Holders under this Agreement and (y) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then:
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.)
