Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback 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 the Ordinary Shares or other securities that the Company desires to sell, taken together with (i) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 hereof, and (ii) the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, exceeds the Maximum Number of Securities, then: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such 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 Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration (A) first, the Ordinary Shares 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 8 contracts
Samples: Registration Rights Agreement (Social Capital Suvretta Holdings Corp. III), Registration Rights Agreement (Social Capital Suvretta Holdings Corp. II), Registration Rights Agreement (Social Capital Suvretta Holdings Corp. IV)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Company Ordinary Shares or other equity securities that the Company desires to sell, taken together with (ix) the Company 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, (y) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 Section 2.8 hereof, and (iiz) the Company Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders 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:
(Ai) first, the Company Ordinary Shares 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities 2.8.1 that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities (to be allocated Pro Rata among such Holders if the Registrable Securities desired to be sold by such Holders in the aggregate, when combined with those desired to be sold by the Company, would exceed the Maximum Number of Securities); and and
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Company Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering:
(Ai) first, the Company Ordinary Shares or other equity securities, if any, of such requesting demanding 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 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities Company Ordinary Shares or other equity securities that the Holders have requested Company desires to be included in such Registrationsell, Pro Rata, 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 Ordinary Shares or other equity securities that the Company desires Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.8.1, which can be sold without exceeding the Maximum Number of Securities; and 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 Company Ordinary Shares or other equity securities, if any, securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.4, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.5.
Appears in 4 contracts
Samples: Registration Rights Agreement (VinFast Auto Ltd.), Registration Rights Agreement (Black Spade Acquisition Co), Registration Rights Agreement (VinFast Auto Pte. Ltd.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback 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 the Ordinary Shares 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 subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares shares of Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by such persons or entitiesof stockholders of the Company other than the Holders of Registrable Securities, exceeds the Maximum Number of Securities, then:
(a) If the Registration or a registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or a registered offering (A) first, the Ordinary Shares 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 subsection Section 2.2.1 hereof, pro rataPro Rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have so requested to be included in such RegistrationRegistration or such registered offering, 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 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 piggyback registration rights of other persons or entities that stockholders of the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesentered into after the date hereof, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or a registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or a registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rataPro Rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have so requested to be included in such RegistrationRegistration or such registered offering, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by such entered into after the date hereof, of persons or entitiesentities other than the Holders of Registrable Securities hereunder, 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 in the priority set forth in Section 2.1.4.
Appears in 4 contracts
Samples: Registration Rights and Lock Up Agreement (Orchestra BioMed Holdings, Inc.), Registration Rights and Lock Up Agreement (Orchestra BioMed Holdings, Inc.), Registration Rights and Lock Up Agreement (Health Sciences Acquisitions Corp 2)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Company Shares or other securities Equity Securities that the Company desires to sell, taken together with (i) the Company 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 of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 Section 3.2 hereof, and (iiiii) the Ordinary Company Shares or other equity securitiesEquity Securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof Persons other than the Holders of Registrable Securities hereunder, 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 (A) first, or registered offering the Ordinary number of Company Shares or other equity securities Equity Securities proposed to be sold by the Company, and thereafter, the Registrable Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) secondSecurities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder and, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A)reached, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such 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 Ordinary Company Shares or other equity securitiesEquity Securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof Persons other than the Holders of Registrable Securities hereunder, 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 Persons other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Company Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, 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 subsection 2.2.1 hereof3.2.1, pro rata, based rata among such Holders on the respective basis of the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in by each such RegistrationHolder, 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 Ordinary Company Shares or other equity securities 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 Ordinary Company Shares or other equity securities, if any, Equity Securities for the account of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.
(c) If the Registration or registered offering is an Underwritten Shelf Takedown pursuant to a request by Hxxxxx(s) of Registrable Securities pursuant to subsection 3.1.5 hereof, then the Company shall include in any such Underwritten Shelf Takedown the applicable securities in the priority set forth in subsection 3.1.6.
Appears in 4 contracts
Samples: Shareholder and Registration Rights Agreement (Nabors Lux 2 S.a.r.l.), Shareholder and Registration Rights Agreement (Petrello Anthony G), Shareholder and Registration Rights Agreement (Vast Renewables LTD)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Common Shares or other equity securities that the Company desires to sell, taken together with (i) 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 or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Common Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Common Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Common Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Common Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Common Shares 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 Ordinary Common Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 3 contracts
Samples: Registration Rights Agreement (Niocorp Developments LTD), Registration Rights Agreement (Niocorp Developments LTD), Registration Rights Agreement (Niocorp Developments LTD)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 hereofSection 2.2.1, and (ii) the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, subject to Section 5.10, 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 equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration or registered offering (A) first, subject to Section 5.10, the Ordinary Shares or other equity securities, if any, of such requesting persons or entitiesentities and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, other than pro rata, based on the Holders respective number of Registrable SecuritiesSecurities that each Holder has requested be included in such Underwritten Offering, 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DC) fourththird, subject to Section 5.10, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities.; or
Appears in 3 contracts
Samples: Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)pursuant to a separate written contractual arrangement, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown 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 in the priority set forth in Section 2.1.5.
Appears in 3 contracts
Samples: Business Combination Agreement (Alpha Capital Holdco Co), Business Combination Agreement (Alpha Capital Acquisition Co), Registration Rights Agreement (Alpha Capital Acquisition Co)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 hereofSection 2.2.1, and (ii) the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, subject to Section 5.10, 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 equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration or registered offering (A) first, subject to Section 5.10, the Ordinary Shares or other equity securities, if any, of such requesting persons or entitiesentities and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, other than pro rata, based on the Holders respective number of Registrable SecuritiesSecurities that each Holder has requested be included in such Underwritten Offering, 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DC) fourththird, subject to Section 5.10, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 3 contracts
Samples: Registration Rights Agreement (HCM Investor Holdings, LLC), Registration Rights Agreement (HCM Acquisition Corp), Registration Rights Agreement (HCM Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Registration underwritten offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities Holder, in each case, participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the 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 other than the Holder hereunder and (ii) the Registrable Securities Shares, if any, as to which registration has been requested pursuant to subsection 2.2.1 hereof, and (ii) the Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesthis Section 2.7, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the underwritten 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 such securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration is undertaken for the Company’s account, then the Company shall include in any such Registration registration (A) first, the Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; sell and (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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such 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 Ordinary Shares Common Stock or other equity securities, if any, of other persons or entities that the Company is obligated as to register in a Registration which registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders stockholders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration (A) first, the Ordinary Shares 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), including the Registrable Securities Shares of Holders the Holder exercising their its rights to register their its Registrable Securities Shares pursuant to subsection 2.2.1 hereof, Section 2.7(a) (pro rata, rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held then owned by such persons or entitiesholders), which can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Istar Inc.), Registration Rights Agreement (Star Holdings), Merger Agreement (Istar Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Company Shares or other securities Equity Securities that the Company desires to sell, taken together with (i) the Company 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 of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 Section 3.2 hereof, and (iiiii) the Ordinary Company Shares or other equity securitiesEquity Securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof Persons other than the Holders of Registrable Securities hereunder, 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 (A) first, or registered offering the Ordinary number of Company Shares or other equity securities Equity Securities proposed to be sold by the Company, and thereafter, the Registrable Securities that can be sold without exceeding the Maximum Number of Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder and, to the extent that the Maximum Number of Securities has not been reached, Company desires Shares or other Equity Securities, if any, as to sellwhich Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, 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 other than the Holders of Registrable Securities; , then the Company shall include in any such Registration or registered offering (A) first, the Company Shares or other Equity Securities, if any, of such requesting Persons, 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 subsection 2.2.1 hereof3.2.1, pro rata, based rata among such Holders on the respective basis of the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in by each such RegistrationHolder, which 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 Ordinary Company Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Equity Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration (A) first, the Ordinary Shares 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; 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 Ordinary Company Shares or other equity securities, if any, Equity Securities for the account of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.
(c) If the Registration or registered offering is an Underwritten Shelf Takedown pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to subsection 3.1.5 hereof, then the Company shall include in any such Underwritten Shelf Takedown the applicable securities in the priority set forth in subsection 3.1.6.
Appears in 3 contracts
Samples: Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown 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 in the priority set forth in Section 2.1.5.
Appears in 3 contracts
Samples: Registration Rights Agreement (Lilium N.V.), Business Combination Agreement (Qell Acquisition Corp), Registration Rights Agreement (SC Health Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares shares of Class A Common Stock or other equity securities that the Company desires to sell, taken together with (i) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 hereofSection 2.2.1, and (ii) the Ordinary Shares shares of Class A Common Stock or other equity securities, if any, of other persons or entities (other than the Holders of Registrable Securities hereunder) that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares shares of Class A 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 shares of Class A Common Stock or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;; or
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares shares of Class A 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, subject to Section 5.7; (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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares shares of Class A 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 Ordinary Shares shares of Class A Common Stock or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Samples: Registration Rights Agreement (Palihapitiya Chamath), Acknowledgment Agreement (Palihapitiya Chamath)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown 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 in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dynamo Internacional Gestao De Recursos Ltda.), Registration Rights Agreement (Waldencast PLC)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Common Shares or other securities that the Company desires to sell, taken together with (i) the Common Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securitiesCommon Shares, if any, of other persons or entities that the Company is obligated as to register in a which Registration has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, then the Company shall include in any such Registration (A) first, the Ordinary Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration hereof and the aggregate number of Registrable Securities that the Holders have requested to be included in such 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 Ordinary Shares or other equity securitiesCommon Shares, if any, of other persons or entities that the Company is obligated as to register in a which Registration has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders shareholders of Registrable Securities (and not undertaken for the Company’s account), then the Company shall include in any such Registration (A) first, the Ordinary Shares 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 subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesPro Rata, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sirius International Insurance Group, Ltd.), Merger Agreement (Easterly Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Offering is pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Star Acquisition Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that held by each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationHolder, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders 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 (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that held by each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationHolder, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by 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: Investor Rights Agreement (TWC Tech Holdings II Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares Common Stock or other equity securities that the Company desires to sell, taken together with (i) the 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 subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such persons or entitiesof other shareholders 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 (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares Common Stock or other equity securities, if any, securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by 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 (Markforged Holding Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 hereof, Section 2.2 hereof and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering pursuant to Section 2.2.1 and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities[, including PIPE Securities,] if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back or other registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)pursuant to a separate written contractual arrangement, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity securities[, including PIPE 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown 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 in the priority set forth in Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (XPAC Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares 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 subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares shares of Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has so requested be included (provided that, if any Demanding Holder or Requesting Holder is a natural person, the Company shall include in such Registration and Underwritten Offering the aggregate number of Registrable Securities that the Holders have requested of such natural person, in an amount of up to be included in $5 million or such RegistrationRegistrable Securities representing all of such natural person’s Registrable Securities, without any pro rata reduction), 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 shares of Common Stock or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, 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 (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective total number of Registrable Securities that each Holder has so requested be included (provided that, if any Demanding Holder or Requesting Holder is a natural person, the Company shall include in such Registration and Underwritten Offering the aggregate number of Registrable Securities that the Holders have requested of such natural person, in an amount of up to be included in $5 million or such RegistrationRegistrable Securities representing all of such natural person’s Registrable Securities, without any pro rata reduction), 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock or other equity securities, if any, securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, 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: Merger Agreement (Global Business Travel Group, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Hxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (Coffee Holding Co Inc)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback 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 the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the 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 has been requested pursuant to subsection 2.2.1 Section 2.2 hereof, and (iiiii) the Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) If 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 Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities (and not undertaken for the Company’s account)Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares 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 subsection 2.2.1 hereofSection 2.2.1, pro rata, based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration and Underwritten Offering relative to the aggregate number of Registrable Securities that the all Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Ordinary Shares 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 Ordinary Shares or other equity securities, if any, of other persons as to which Registration or entities that the Company is obligated to register in a Registration registered offering has been requested pursuant to separate written contractual piggy-back registration rights held by such of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown 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 in the priority set forth in Section 2.1.5.
Appears in 1 contract
Samples: Registration Rights Agreement (Yucaipa Acquisition Corp)
