Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 7 contracts
Samples: Registration Rights Agreement (Black Spade Acquisition II Co), Registration Rights Agreement (Black Spade Acquisition Co), Registration Rights Agreement (Black Spade Acquisition Co)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 7 contracts
Samples: Registration Rights Agreement (Dih Holding Us, Inc.), Registration Rights Agreement (Aurora Technology Acquisition Corp.), Business Combination Agreement (Aurora Technology Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 7 contracts
Samples: Registration Rights Agreement (Moneylion Inc.), Registration Rights Agreement (Fusion Acquisition Corp.), Registration Rights Agreement (Payoneer Global Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Requesting Holders (Pro Rata, based on the respective number of Registrable Securities that each Requesting Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof 2.1.3 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 7 contracts
Samples: Registration Rights Agreement (Banzai International, Inc.), Forbearance Agreement (7GC & Co. Holdings Inc.), Merger Agreement (7GC & Co. Holdings Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary SharesShares or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Shelf Takedown and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) Shelf Takedown that can be sold without exceeding the Maximum Number of Securities); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iviii) fourththird, subject to Section 5.10, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iiiii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with piggy-back registration rights held by such other persons or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 6 contracts
Samples: Registration Rights Agreement (HCM Investor Holdings, LLC), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing writing, in its or their opinion, that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has that have been requested to be sold in such Demand Registration pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number total amount of Registrable Securities that held by each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities Persons that the Company is obligated to register include in a such Demand Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 6 contracts
Samples: Registration Rights Agreement (Southland Holdings, Inc.), Registration Rights Agreement (Legato Merger Corp. Ii), Registration Rights Agreement (Leafly Holdings, Inc. /DE)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register for resale in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 6 contracts
Samples: Registration Rights Agreement (Pegasus Digital Mobility Acquisition Corp.), Registration Rights Agreement (Pegasus Digital Mobility Acquisition Corp.), Registration Rights Agreement (Endurance Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders Holder(s) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders Holder(s) (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any person other shareholders than the Holder of Registrable Securities who desire desires to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders Holder(s) (if any) have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that the Company desires each Holder has so requested) exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.3.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) ), and (iii), ) the Ordinary Shares shares of Common Stock or other equity securities of persons other persons or entities than Holders of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (iLearningEngines, Inc.), Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (Arrowroot Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with with, subject to Section 2.4 and Section 6.12, all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Registration and Shareholder Rights Agreement (Generation Asia I Acquisition LTD), Registration and Shareholder Rights Agreement (Generation Asia I Acquisition LTD), Registration and Shareholder Rights Agreement (Generation Asia I Acquisition LTD)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if anyapplicable) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if anyapplicable) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if anyapplicable) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if anyapplicable) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Flyexclusive Inc.), Registration Rights Agreement (XBP Europe Holdings, Inc.), Registration Rights Agreement (CFAC Holdings VIII, LLC.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities that the Company desires to sell and the Ordinary Sharessell, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if anyDemanding Holder(s) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders that each Demand Requesting Holding (Pro Rata, if any) has requested to be included in such Underwritten Registration (pro rata based on the respective number of Registrable Securities that each Holder Demand Requesting Holding (if any) has so requestedrequested to be included in such Underwritten Registration) exercising their rights to register their and the aggregate number of Registrable Securities pursuant that the Demand Requesting Holders have requested to subsection 2.2.1 hereof be included in such Underwritten Registration that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Common Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Forbion Growth Sponsor FEAC I B.V.), Registration Rights Agreement (Forbion European Acquisition Corp.), Registration Rights Agreement (enGene Holdings Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration underwritten offering pursuant to a Demand RegistrationRegistration advises the Company and the Demanding Holders, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor and the Requesting Demanding Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities shares that can be sold in the Underwritten Offering such 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 securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then the Company shall include in such Underwritten Offering, as followsregistration: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor and the Requesting Demanding Holders (if any) who are Pre-BC Investors (pro rata based on in accordance with the respective number of Registrable Securities shares that each Sponsor and Requesting such Demanding Holder (if any) has requested be included in such Underwritten Registration and registration, regardless of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in shares held by each such Underwritten Registration Demanding Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SecuritiesShares; (ii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (i), the Registrable Securities of as to which Demand Registration has been requested by the Demanding Holders (who are not Pre-BC Investors, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of SecuritiesShares; (iii) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of SecuritiesShares; and (iv) fourth, to the extent that the Maximum Number of Securities Shares has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares.
Appears in 5 contracts
Samples: Merger Agreement (Clearday, Inc.), Registration Rights Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Viveon Health Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registration, in good faith, advises the CompanyAHPAC, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities that the Company AHPAC desires to sell and the Ordinary Sharesshares of Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company AHPAC shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor PIPE Holders and the Lender Holders that are Demanding Holders or Requesting Holders (if any) (in each case pro rata based on the respective number of Registrable Securities that each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor such Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Existing Holders and the other New Holders that are Demanding Holders or Requesting Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Registrable Securities of any other Holders (Pro Rata) without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under clauses (i) to (iii), shares of Class A Common Stock or other equity securities that the Company AHPAC desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (ivv) fourthfifth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), ) to (ii) and (iiiiv), the Ordinary Shares shares of Class A Common Stock or other equity securities of other persons or entities that the Company AHPAC is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Exchange Agreement (Organogenesis Holdings Inc.), Registration Rights Agreement (Organogenesis Holdings Inc.), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advises the Companyor advise NewCo, the Sponsor and Demanding Holders, the Requesting Holders and other Persons holding Common Shares or other equity securities of NewCo that NewCo is obligated to include pursuant to separate written contractual arrangements with such Persons (if any) ), taken together with all other Common Shares or other securities which NewCo desires to sell, in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires of NewCo requested to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of NewCo that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company NewCo shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SecuritiesSecurities (provided, that in any Xxxxxxxxx Charging Underwritten Demand, the Maximum Number of Securities under this clause “first” shall be allocated first to Xxxxxxxxx Charging until Xxxxxxxxx Charging has sold, or is allocated in such Xxxxxxxxx Charging Underwritten Demand, 4.4 million Registrable Securities under this Agreement, and thereafter shall be allocated among the Demanding Holders and Requesting Holders, Pro Rata); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities Common Shares or other equity securities of Holders (Pro Rata, based on respective number of Registrable Securities NewCo that each Holder has so requested) exercising their rights NewCo desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Common Shares or other equity securities of NewCo held by other persons or entities Persons that the Company NewCo is obligated to register in a Registration include pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Allego N.V.), Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Athena Pubco B.V.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Takedown or Underwritten Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Company and the Requesting Demanding Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Demanding Holders (if any) desire to sell, taken together with all other Ordinary Shares Company Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCompany Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Eligible Holders (Pro Rata, based on the respective number of Registrable Securities that each Eligible Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Company Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights and Lock Up Agreement (Comera Life Sciences Holdings, Inc.), Registration Rights and Lock Up Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and shares of the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) 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 so requested), without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Form of Registration Rights Agreement (Delphi Growth Capital Corp.), Registration Rights Agreement (Acropolis Infrastructure Acquisition Corp.), Registration Rights Agreement (Acropolis Infrastructure Acquisition Corp.)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number total amount of Registrable Securities that held by each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Welsbach Technology Metals Acquisition Corp.), Registration Rights and Lock Up Agreement (UWM Holdings Corp), Registration Rights Agreement (PAE Inc)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Demanding Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities that the Company desires to sell and the Ordinary Common Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders Shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Common Share or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Common Share or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (UTXO Acquisition Inc.), Registration Rights Agreement (UTXO Acquisition Inc.), Registration Rights Agreement (UTXO Acquisition Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Graf Global Corp.), Registration Rights Agreement (Graf Global Corp.), Registration Rights Agreement (Centurion Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration underwritten offering pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Demanding Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor and the Requesting Demanding Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities shares that can be sold in the Underwritten Offering such 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 securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then the Company shall include in such Underwritten Offeringunderwritten offering, as follows: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities shares that each Sponsor and Requesting such Demanding Holder (if any) has requested be included in such Underwritten Registration and underwritten offering, regardless of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in shares held by each such Underwritten Registration Demanding Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SecuritiesShares; (ii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell for its own account that can be sold without exceeding the Maximum Number of SecuritiesShares; and (iii) third, to the extent that the Maximum Number of Securities has Shares have not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires Registrable Securities of holders exercising their rights to sell, which can be sold without exceeding the Maximum Number of Securitiesregister their Registrable Securities pursuant to Section 2.2; and (iv) fourth, to the extent that the Maximum Number of Securities Shares has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares ) shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares.
Appears in 4 contracts
Samples: Registration Rights Agreement (Advanced Merger Partners, Inc.), Registration Rights Agreement (Advanced Merger Partners, Inc.), Registration Rights Agreement (Golden Falcon Acquisition Corp.)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering (including any Shelf Underwritten Offering) and the managing Underwriter or Underwriters (or, in an the case of a Block Trade, the Holder(s) requesting a Shelf Underwritten Registration pursuant to a Demand RegistrationOffering or the Demanding Holder(s), as applicable), in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) Company in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account (the “Primary Shares”) and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellsell (the “Other Shares”), exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders, Shelf Requesting Holders and the Requesting Holders (if any) (), as applicable, pro rata based on the respective number total amount of Registrable Securities that held by each Sponsor and such Demanding Holder, Shelf Requesting Holder, or Requesting Holder (if any) has requested be included in ), as applicable, at such Underwritten Registration and the aggregate number time of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration determination (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof the Primary Shares which can be sold without exceeding the Maximum Number of Securities; (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares or other equity securities that Registrable Securities of the Company desires to sell, which can be sold without exceeding the Maximum Number of SecuritiesSponsors; and (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Other Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hillman Solutions Corp.), Agreement and Plan of Merger (Landcadia Holdings III, Inc.), Agreement and Plan of Merger (Hillman Companies Inc)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises advise the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration and Stockholder Rights Agreement (Focus Impact Acquisition Corp.), Registration and Stockholder Rights Agreement (Focus Impact Acquisition Corp.), Registration and Stockholder Rights Agreement (Focus Impact Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration underwritten offering pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Demanding Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor and the Requesting Demanding Holders (if any) desire to sell, taken together with all other Class A Ordinary Shares or other equity securities that which the Company desires to sell and the Class A Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities shares that can be sold in the Underwritten Offering such 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 securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then the Company shall include in such Underwritten Offeringunderwritten offering, as follows: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities shares that each Sponsor and Requesting such Demanding Holder (if any) has requested be included in such Underwritten Registration and underwritten offering, regardless of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in shares held by each such Underwritten Registration Demanding Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SecuritiesShares; (ii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities the Class A Ordinary Shares or other securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell for its own account that can be sold without exceeding the Maximum Number of SecuritiesShares; and (iii) third, to the extent that the Maximum Number of Securities has Shares have not been reached under the foregoing clauses (i) and (ii), the Class A Ordinary Shares or other equity securities that for the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares.
Appears in 3 contracts
Samples: Registration Rights Agreement (Trebia Acquisition Corp.), Registration Rights Agreement (Trebia Acquisition Corp.), Registration Rights Agreement (Trebia Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration underwritten offering pursuant to a Demand RegistrationRegistration or Shelf Underwriting Request, in good faith, advises the Company, the Sponsor Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that which the Company desires to sell and the Ordinary SharesShares or other securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering such 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 the Company shall include in such Underwritten Offering, as followsunderwritten offering: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Sponsor Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Requesting Demanding New Holders or the Demanding Original Holders (if anyas applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of Registrable Securities shares that each Sponsor and Requesting Holder such Demanding New Holders or the Demanding Original Holders (if anyas applicable) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (such proportion is referred to herein as “Pro Rata”applicable)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (Pro Rata, pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Nexters Inc.), Business Combination Agreement (Nexters Inc.), Business Combination Agreement (Kismet Acquisition One Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the CompanyParent, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Parent Ordinary Shares or other equity securities that the Company Parent desires to sell and the Parent Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders shareholder of the Parent who desire to sell, 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 the Underwritten Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company Parent, as applicable, shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) that are either Original Holders if the Demanding Holders are Original Holders or Additional Holders if the Demanding Holders are Additional Holders (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and such Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders that are Additional Holders (if the Demanding Holders are Original Holders) or Original Holders (if the Demanding Holders are Additional Holders) (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) and that are Requesting Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Parent Ordinary Shares or other equity securities that the Company Parent desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Parent Ordinary Shares or other equity securities of other persons or entities that the Company Parent is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (SMX (Security Matters) Public LTD Co), Registration Rights Agreement (Sternberg Ophir), Registration Rights Agreement (Lionheart III Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationRegistration or Shelf Underwriting Request, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (AgileThought, Inc.), Registration Rights Agreement (AgileThought, Inc.), Registration Rights Agreement (LIV Capital Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter underwriter or Underwriters in underwriters for a Piggyback Registration that is to be an Underwritten Registration pursuant to a Demand Registration, in good faith, underwritten offering advises the Company, the Sponsor Company and the Requesting Holders (if any) of Registrable Securities in writing that the dollar amount or number of Registrable Securities that shares of Common Stock which the Sponsor and the Requesting Holders (if any) desire Company desires to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration registration has been demanded pursuant to written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2(c), and the shares of Common Stock, if any, as to which registration has been requested pursuant to separate the written contractual piggy-back piggyback registration rights held by any of Persons other shareholders who desire to sellthan the Holders, exceeds the exceeds the maximum dollar amount or maximum number of equity securities shares that can be sold in the Underwritten Offering such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then the Company shall include in any such Underwritten Offering, as followsregistration: If the registration is undertaken for the Company’s account: (iA) first, the Registrable Securities shares of Common Stock or other securities that the Sponsor and Company desires to sell that can be sold without exceeding the Requesting Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities for the account of persons other than the Holders (if any) that the Company is obligated to register pursuant to written contractual registration rights with such persons (pro rata based on in accordance with the respective number of Registrable Securities that shares of Common Stock which each Sponsor and Requesting Holder (if any) such person has actually requested to be included in such Underwritten Registration and registration, regardless of the aggregate number of Registrable Securities that shares of Common Stock with respect to which such persons have the Sponsor and Requesting Holders have requested be included in right to request such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)inclusion) that can be sold without exceeding the Maximum Number of SecuritiesShares; and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iiiC) third, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clauses (iA) and (iiB), the Ordinary Shares or other equity securities that Registrable Securities as to which registration has been requested (pro rata in accordance with the Company desires number of shares of Common Stock which each such person has actually requested to sellbe included in such registration, regardless of the number of shares of Common Stock with respect to which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and have the right to request such inclusion) that can be sold without exceeding the Maximum Number of SecuritiesShares. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. For purposes of apportionment in this Agreement, for any Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and immediate family members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “Holder,” as defined in this sentence.
Appears in 3 contracts
Samples: Registration Rights Agreement (Emmaus Holdings, Inc.), Merger Agreement (Afh Acquisition Iv, Inc.), Registration Rights Agreement (Targeted Medical Pharma, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Marathon Patent Group, Inc.), Registration Rights Agreement (Empeiria Acquisition Corp), Registration Rights Agreement (Empeiria Acquisition Corp)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iiib), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to Section 2.3 and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights and Lock Up Agreement (Israel Acquisitions Corp), Registration Rights and Lock Up Agreement (Arrival Group), Business Combination Agreement (CIIG Merger Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “"Pro Rata”")) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that the Company desires each Holder has so requested) exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Papaya Growth Opportunity Corp. I), Registration Rights Agreement (Papaya Growth Opportunity Corp. I), Registration Rights Agreement (Papaya Growth Opportunity Corp. I)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (SpringBig Holdings, Inc.), Registration Rights Agreement (Wm Technology, Inc.), Registration Rights Agreement (Silver Spike Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders of the Company, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Shelf Takedown and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration Shelf Takedown (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register offer in a Registration an Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Apex Technology Acquisition Corp), Registration Rights Agreement (Apex Technology Acquisition Corp), Registration Rights Agreement (Grid Dynamics Holdings, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Takedown or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on in accordance with the respective number of Registrable Securities shares that each Sponsor and Requesting Holder (if any) such Person has requested be included in such Underwritten Registration and registration, regardless of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in shares held by each such Underwritten Registration Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities Securities, Pro Rata of the Requesting Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof Section 2.1 hereof, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Seaport Global Acquisition II Corp.), Registration Rights Agreement (American Battery Materials, Inc.), Business Combination Agreement (Pioneer Merger Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the CompanyHoldings, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Holdings Ordinary Shares or other equity securities that the Company Holdings desires to sell and the Holdings Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders who desire to sell, 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 the Company Holdings shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro RataHoldings Ordinary Shares or other equity securities that Holdings desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Holdings Ordinary Shares or other equity securities of other persons or entities that the Company Holdings is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Lifezone Metals LTD), Form of Registration Rights Agreement (Air Water Co), Registration Rights Agreement (GoGreen Investments Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders (if any) have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Lock Up Agreement (Airspan Networks Holdings Inc.), Business Combination Agreement (New Beginnings Acquisition Corp.)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (VERRA MOBILITY Corp), Agreement and Plan of Merger (Gores Holdings II, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities L Bonds that the Company desires to sell and the Ordinary SharesL Bonds, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders Persons who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and Initiating Holders allocated, in the Requesting Holders case of this clause (if any) (i), pro rata based among such Initiating Holders on the respective number basis of the amount of Registrable Securities that initially proposed to be included by each Sponsor and Requesting Holder (such Initiating Holders in such offering, up to the amount of Registrable Securities, if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) , that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe L Bonds proposed to be sold by the Participating Holders, based on respective number of Registrable Securities pro rata, that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities L Bonds that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities L Bonds of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. If more than one Participating Holder is participating in such Demand Registration and the managing underwriters of such offering determine that a limited amount of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the Participating Holders on the basis of the amount of Registrable Securities initially requested to be sold by each such Participating Holders in such offering.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (GWG Holdings, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises advise the Company, the Sponsor Demanding Holders and the Requesting Piggyback Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Piggyback Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or any other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or any other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of shares of Common Stock or any other 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 the Company shall include in such Underwritten Offering, as follows: at all times (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Piggyback Holders (if any) (pro rata based on the respective number then-ownership of Registrable Securities that of each Sponsor Demanding Holder and Requesting Piggyback Holder (if any) that has requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities, but at all times subject to the terms of the Lock-Up Agreement applicable to such Holder; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or any other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or any other equity securities of other persons or entities Persons that the Company is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Planet Labs PBC), Registration Rights Agreement (dMY Technology Group, Inc. IV)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Sharessell, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Requesting Holders (Pro Rata, based on the respective number of Registrable Securities that each Requesting Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (MariaDB PLC), Registration Rights Agreement (Angel Pond Holdings Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder and the Requesting Holders Holder (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder and the Requesting Holders Holder (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any person other shareholders than the Holder of Registrable Securities who desire desires to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holder and the Requesting Holders Holder (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor Demanding Holder and Requesting Holders Holder (if any) have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities Registrable Securities of Holder (Pro Rata, based on the respective number of Registrable Securities that the Company desires Holder has so requested) exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.3.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) ), and (iii), ) the Ordinary Shares shares of Common Stock or other equity securities of persons other persons or entities than a Holder of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (NKGen Biotech, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with with, subject to subsection 2.1.4 and Section 6.12, all other Ordinary Shares shares of Class A Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataClass A Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Class A Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration and Stockholder Rights Agreement (CBRE Acquisition Holdings, Inc.), Registration and Stockholder Rights Agreement (CBRE Acquisition Holdings, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (FTAC Athena Acquisition Corp.), Letter Agreement (FTAC Athena Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in Underwriter(s) for a Demand Registration that is to be an Underwritten Registration pursuant to a Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that which the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, 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 Underwritten Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”, provided, however, that such Pro Rata proportion shall not include any unvested Earnout Shares)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sharecare, Inc.), Registration Rights Agreement (Falcon Capital Acquisition Corp.)
Reduction of Underwritten Offering. If Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters in of an Underwritten Registration pursuant to a Demand RegistrationOffering described in Section 3.01 or 3.02 advises the Company in writing that in its reasonable opinion, in good faith, advises the number of shares of Company Common Stock (including any Registrable Securities) that the Company, the Sponsor Stockholder and the Requesting Holders (if any) any other Persons intend to include in writing any Registration Statement is such that the dollar amount success of any such offering would be materially and adversely affected, including the price at which the securities can be sold or the number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to any participant may sell, taken together with all other Ordinary Shares or other equity securities that then the number of shares of Company desires Common Stock to sell be included in the Registration Statement for the account of the Company, Stockholder and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can Persons will be sold reduced pro rata by proposed participation in the Underwritten Offering without adversely affecting to the proposed offering price, extent necessary to reduce the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum total number of securities to be included in any such securities, as applicable, Registration Statement to the “Maximum Number number recommended by such lead Underwriter; provided that (a) priority in the case of Securities”), then the Company shall include in such Underwritten Offering, as follows: a Demand Offering pursuant to Section 3.01 will be (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested to be included in such Underwritten the Registration and Statement for the aggregate number account of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; Stockholder, (ii) second, securities to be offered by the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)Company for its own account, Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, securities requested to be included in the extent that Registration Statement by Tengelmann pursuant to any piggyback registration rights set forth in the Maximum Number of Securities has not been reached under the foregoing clauses (i) Amended and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; Restated Tengelmann Stockholder Agreement and (iv) fourth, pro rata among any other holders of securities of the Company having the right to the extent be so included so that the Maximum Number total number of Securities has securities to be included in any such offering for the account of all such Persons will not been reached exceed the number recommended by such lead Underwriter; (b) priority in the foregoing clause case of a Registration Statement initiated by the Company for its own account which gives rise to a Piggyback Registration pursuant to Section 3.02 will be (i)) first, securities initially proposed to be offered by the Company for its own account, (ii) second, securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to any piggyback registration rights set forth in the Amended and Restated Tengelmann Stockholder Agreement hereof and securities requested to be included in the Registration Statement for the account of Stockholder pursuant to Section 3.02 hereof, pro rata based on Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage, respectively, and (iii)) third, among any other securities of the Company requested to be registered pursuant to a contractual right so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (c) priority in the case of a Registration Statement initiated by the Company for the account of Tengelmann pursuant to registration rights afforded to Tengelmann pursuant to the Amended and Restated Tengelmann Stockholder Agreement will be (i) first, the Ordinary Shares or securities requested to be included in the Registration Statement for the account of Tengelmann, (ii) second, securities to be offered by the Company for its own account, (iii) third, securities requested to be included in the Registration Statement for the account of Stockholder pursuant to Section 3.02 hereof and (iv) fourth, among any other equity securities of other persons or entities the Company requested to be registered pursuant to a contractual right so that the Company is obligated total number of securities to register be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter and (d) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of holders other than Stockholder and Tengelmann pursuant to separate written registration rights afforded such holders will be (i) first, pro rata among securities requested to be included in the Registration Statement for the account of such holders, (ii) second, securities requested to be included in the Registration Statement by the Company for its own account, (iii) third, securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to any piggyback registration rights set forth in the Amended and Restated Tengelmann Stockholder Agreement and securities requested to be included in the Registration Statement for the account of Stockholder pursuant to Section 3.02 hereof, pro rata based on Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage, respectively, and (iv) fourth, pro rata among any other securities of the Company requested to be registered pursuant to a contractual arrangements with right so that the total number of securities to be included in any such persons and that can be sold without exceeding offering for the Maximum Number account of Securitiesall such Persons will not exceed the number recommended by such lead Underwriter.
Appears in 2 contracts
Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Yucaipa Stockholder Agreement (Great Atlantic & Pacific Tea Co Inc)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Metromile, Inc.), Registration Rights Agreement (INSU Acquisition Corp. II)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Demanding Holders and the Holders requesting to include their Registrable Securities in such Underwritten Offering (the “Requesting Holders Holders”) (if any) in writing that that, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary SharesClass A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders who are BowX Investors and Windmill Investors (if anyeach a “Demanding BowX-Windmill Investor”) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) such Demanding BowX-Windmill Investor has requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders Demanding BowX-Windmill Investors have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; , (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)clause, the Registrable Securities of the Demanding Holders who are Anchor Investors (each a “Demanding Anchor Investor”) (Pro Rata, Rata based on the respective number of Registrable Securities that each Holder such Demanding Anchor Investor has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; ), (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Registrable Securities of Requesting Holders, to the extent not covered by the foregoing clauses (Pro Rata, based on the respective number of Registrable Securities that each Requesting Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), and (iii), the 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 (ivv) fourthfifth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and ), (iii), and (iv), the Ordinary Shares common stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (WeWork Inc.), Registration Rights Agreement (BowX Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in for an Underwritten Registration pursuant to a Demand Registration, in good faith, Offering advises the Company, the Sponsor Takedown Demanding Holders, the Demanding Holders and the Holders requesting registration pursuant to Section 2.3 of this Agreement with respect to such Underwritten Offering (the “Requesting Holders (if anyHolders”) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor Takedown Demanding Holders or Demanding Holders, as applicable, and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyPiggy-back registration Back Registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities shares that can be sold in the such 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 securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then (1) in the case of an Underwritten Offering requested by an initial Takedown Demanding Holder or Demanding Holder, as applicable, other than AEA, the Company shall include in such Underwritten Offering, as follows: Offering (i) first, the Registrable Securities of the Sponsor Takedown Demanding Holders or Demanding Holders, as applicable, and the Requesting Holders (if any) (pro rata based on in accordance with the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) such Person has requested be included in such Underwritten Registration and Offering, regardless of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in shares held by each such Underwritten Registration Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; Shares, and (ii) second, to the extent that the Maximum Number shares of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and sell that can be sold without exceeding the Maximum Number of SecuritiesShares, and (2) in the case of an Underwritten Offering requested by the AEA Initiating Holder, the Company shall include in such Underwritten Offering (i) first, the Registrable Securities of the AEA Initiating Holder that can be sold without exceeding the Maximum Number of Shares, (ii) second, the Registrable Securities of any other Holders Pro Rata that can be sold without exceeding the Maximum Number of Shares, and (iii) third, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (American Oncology Network, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesClass A Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, 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 the Underwritten Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Class A Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Class A Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration and Stockholder Rights Agreement (NightDragon Acquisition Corp.), Registration and Stockholder Rights Agreement (NightDragon Acquisition Corp.)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iiib), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to Section 2.3 and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (CIIG Capital Partners II, Inc.), Agreement and Plan of Merger (CIIG Capital Partners II, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rumble Inc.), Business Combination Agreement (CF Acquisition Corp. VI)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that the Demanding Holder and each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holder and the Requesting Holders (if any) have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration and Stockholder Rights Agreement (KKR Acquisition Holdings I Corp.), Registration and Stockholder Rights Agreement (KKR Acquisition Holdings I Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hudson Acquisition I Corp.), Registration Rights Agreement (Hudson Acquisition I Corp.)
Reduction of Underwritten Offering. If In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the CompanyCompany and, in the case of a Demand Registration, the Sponsor DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)), in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) desire to sell, taken together with all other Ordinary Common Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Common Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) and any PIPE Securities pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has securities requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) sold that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Common Shares or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Common Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Form of Registration Rights Agreement (Tradestation Group Inc), Agreement and Plan of Merger (Quantum FinTech Acquisition Corp)
Reduction of Underwritten Offering. If Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters in of an Underwritten Registration pursuant to a Demand Registration, Offering described in good faith, Section 3.01 or 3.02 advises the Company in writing that in its reasonable opinion the number of shares of Company Common Stock (including any Registrable Securities) that the Company, the Sponsor Tengelmann and the Requesting Holders (if any) any other Persons intend to include in writing any Registration Statement is such that the dollar amount success of any such offering would be materially and adversely affected, including the price at which the securities can be sold or the number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to any participant may sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the number of shares of Company shall include Common Stock to be included in the Registration Statement for the account of the Company, Tengelmann and any other Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such Underwritten Offering, as follows: Registration Statement to the number recommended by such lead Underwriter; provided that (a) priority in the case of a Demand Offering pursuant to Section 3.01 will be (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested to be included in such Underwritten the Registration and Statement for the aggregate number account of Registrable Securities that the Sponsor and Requesting Holders have requested be included Tengelmann pursuant to its registration rights provided in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; this Agreement, (ii) second, securities proposed to be offered by the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; Company for its own account and (iii) third, among any other securities of the Company requested to be registered by the extent holders thereof pursuant to a contractual right so that the Maximum Number total number of Securities has securities to be included in any such offering for the account of all such Persons will not been reached under exceed the foregoing clauses number recommended by such lead Underwriter; (b) priority in the case of a Registration Statement initiated by the Company for its own account which gives rise to a Piggyback Registration pursuant to Section 3.02 will be (i) first, securities initially proposed to be offered by the Company for its own account, (ii) second, the Registrable Securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to its registration right provided in this Agreement and securities requested to be included in the Registration Statement for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Amended and Restated Yucaipa Stockholder Agreement pro rata, based on Tengelmann’s Piggyback Percentage and Yucaipa’s Piggyback Percentage, respectively and (ii)iii) third, among any other securities of the Company requested to be registered pursuant to a contractual right so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (c) priority in the case of a Registration Statement initiated by the Company for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Amended and Restated Yucaipa Stockholder Agreement will be (i) first, the Ordinary Shares or other equity securities that requested to be included in the Registration Statement for the account of Yucaipa, (ii) second, securities to be offered by the Company desires for its own account, (iii) third, securities requested to sell, which can be sold without exceeding included in the Maximum Number Registration Statement for the account of Securities; Tengelmann pursuant to its registration right provided in this Agreement and (iv) fourth, among any other securities of the Company requested to the extent be registered pursuant to a contractual right so that the Maximum Number total number of Securities has securities to be included in any such offering for the account of all such Persons will not been reached exceed the number recommended by such lead Underwriter; and (d) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of holders other than Tengelmann or Yucaipa pursuant to registration rights afforded such holders will be (i) first, pro rata among securities requested to be included in the foregoing clause (i)Registration Statement for the account of such holders, (ii) second, securities requested to be included in the Registration Statement by the Company for its own account, (iii) third, the Registrable Securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to its registration right provided in this Agreement and securities requested to be included in the Registration Statement for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Amended and Restated Yucaipa Stockholder Agreement pro rata, based on Tengelmann’s Piggyback Percentage and Yucaipa’s Piggyback Percentage, respectively and (iii)iv) fourth, the Ordinary Shares or pro rata among any other equity securities of other persons or entities the Company requested to be registered pursuant to a contractual right so that the Company is obligated total number of securities to register be included in a Registration pursuant to separate written contractual arrangements with any such persons and that can be sold without exceeding offering for the Maximum Number account of Securitiesall such Persons will not exceed the number recommended by such lead Underwriter.
Appears in 2 contracts
Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Tengelmann Stockholder Agreement (Great Atlantic & Pacific Tea Co Inc)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in holds prior to such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities of Holders (Pro Rata, pro rata based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights such stockholder holds prior to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securitiessuch Underwritten Registration); and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth. Notwithstanding the foregoing, to the extent that the Maximum Number any reduction of Registrable Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number this Section 2.1(e) shall not exceed 20% of Securitiesall Registrable Securities originally included for sale.
Appears in 2 contracts
Samples: Form of Registration Rights Agreement (MicroCloud Hologram Inc.), Registration Rights Agreement (Golden Path Acquisition Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registration, in good faith, advises the Company, Company and the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor Demanding Holders and the Requesting Holders (if any) (in each case pro rata based on the respective number of Registrable Securities that each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that for the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Grindr Inc.), Registration Rights Agreement (Tiga Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights entered into after the date hereof held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), 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 (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements entered into after the date hereof with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (FG Merger Corp.), Registration Rights Agreement (FG Merger Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationOffering, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in holds prior to such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities of Holders (Pro Rata, pro rata based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights such stockholder holds prior to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securitiessuch Underwritten Registration); and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V), Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advise or advises the Company, the Sponsor and Demanding Holders, the Requesting Holders and other persons or entities holding Ordinary Shares or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that of the Company desires requested to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of Holders (the Requesting Holders, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which sell and that can be sold without exceeding the Maximum Number of Securities; and (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Shares or other equity securities of the Company held by other persons or entities that the Company is obligated to register in a Registration include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Switchback II Corp), Registration Rights Agreement (Switchback II Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Demand Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities that the Company desires to sell and the Company Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Demand Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Demand Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCompany Ordinary Shares or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights and Lock Up Agreement (Arrival), Registration Rights and Lock Up Agreement (Kensington Capital Acquisition Corp. V)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities that the Company desires to sell and the Ordinary Sharessell, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the amount of Registrable Securities of the Sponsor and the Requesting Holders (if anyDemanding Holder(s) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the amount of Registrable Securities of Holders that each Demand Requesting Holder (Pro Rata, if any) has requested to be included in such Underwritten Registration (pro rata based on the respective number of Registrable Securities that each Demand Requesting Holder (if any) has so requestedrequested to be included in such Underwritten Registration) exercising their rights to register their and the aggregate number of Registrable Securities pursuant that the Demand Requesting Holders have requested to subsection 2.2.1 hereof be included in such Underwritten Registration that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Common Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (LeddarTech Holdings Inc.), Form of Registration Rights Agreement (Prospector Capital Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises advise the Company, the Sponsor Demanding Holders and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Sharesall other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders who desire to sellshareholders, 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 the Company shall include in such Underwritten Offering, as follows: At all times (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities the equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (ii), 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 (ivb) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or such other equity securities of other persons or entities that the Company is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Horizon Acquisition Corp)
Reduction of Underwritten Offering. If Notwithstanding anything to the managing contrary in this Agreement, if the lead Underwriter or Underwriters in of an Underwritten Registration pursuant to a Demand RegistrationOffering described in Section 3.01 or 3.02 advises the Company in writing that in its reasonable opinion, in good faith, advises the number of Equity Securities of the Company (including any Registrable Securities) that the Company, the Sponsor Investors and the Requesting Holders (if any) any other Persons intend to include in writing any Underwritten Offering is such that the dollar amount or number success of Registrable Securities that any such offering would be materially and adversely affected, including the Sponsor and price at which the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold or the number of Equity Securities of the Company that any participant may sell, then the number of Equity Securities of the Company to be included in the Underwritten Offering without adversely affecting for the proposed offering priceaccount of the Company, the timing, Investors and any other Persons will be reduced pro rata by proposed participation (unless otherwise provided below) in the distribution method, or Underwritten Offering to the probability of success of such offering (such maximum dollar amount or maximum extent necessary to reduce the total number of securities to be included in any such securitiesUnderwritten Offering to the number recommended by such lead Underwriter; provided, as applicablehowever, the “Maximum Number that (a) priority for inclusion of Securities”), then Equity Securities of the Company shall include in such Underwritten Offering, as follows: a Demand Offering pursuant to Section 3.01 will be (i) firstfirst to be included, the Registrable Securities requested to be included in the Demand Offering for the account of the Sponsor Investors, (ii) second to be included, securities to be offered by the Company for its own account, and (iii) third to be included, securities of the Requesting Holders (if any) Company (pro rata based on then ownership of Voting Securities of the respective Company) requested to be included for the account of other holders having contractual piggyback registrations rights, so that the total number of securities to be included in any such Demand Offering for the account of all such Persons (including the Investors) will not exceed the number recommended by such lead Underwriter; (b) priority in the case of an Underwritten Offering initiated by the Company for its own account which gives rise to a Piggyback Offering pursuant to Section 3.02 will be (i) first to be included, securities initially proposed to be offered by the Company for its own account, (ii) second to be included, the Registrable Securities requested to be included in the Piggyback Offering for the account of the Investors, and (iii) third to be included, securities of the Company (pro rata based on then ownership of Voting Securities of the Company) requested to be included in the Piggyback Offering for the account of other holders having contractual piggyback registrations rights, so that each Sponsor the total number of securities to be included in any such offering for the account of all such Persons (including the Investors) will not exceed the number recommended by such lead Underwriter; and Requesting Holder (if anyc) has priority with respect to inclusion of securities in an Underwritten Offering initiated by the Company for the account of holders other than the Investors pursuant to contractual rights afforded such holders will be (i) first to be included, securities (including Registrable Securities) of the Company (pro rata by proposed participation) requested to be included in the Underwritten Offering for the account of such initiating holders and the Investors, (ii) second to be included, securities requested to be included in such Underwritten Registration Offering by the Company for its own account, and (iii) third to be included, pro rata among any other securities of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have Company requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding Offering for the Maximum Number account of Securities; (ii) secondother holders having contractual piggyback registrations rights, to the extent so that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective total number of Registrable Securities that each Holder has so requestedsecurities to be included in any such offering for the account of all such Persons (including the Investors) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding will not exceed the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with number recommended by such persons and that can be sold without exceeding the Maximum Number of Securitieslead Underwriter.
Appears in 2 contracts
Samples: Joinder Agreement (Genpact LTD), Joinder Agreement (Genpact LTD)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder and the any other Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities Equity Securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities Equity Securities that can be sold in the Underwritten Offering without without, in reasonable opinion of the Underwriter or Underwriters, would likely adversely affecting affect 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holder and the Demand Requesting Holders (if any) (on a pro rata basis based on the respective number of Registrable Securities that then owned by such Demanding Holder and each Sponsor and Demand Requesting Holder (if any) has requested be included in such Underwritten Registration and relation to the aggregate number of Registrable Securities that the Sponsor owned by such Demanding Holder and each Demand Requesting Holders have requested be included in such Underwritten Registration Holder (such proportion is referred to herein as “Pro Rata”if any)) that ), which can be sold without exceeding the Maximum Number of SecuritiesSecurities and for which a Registration Statement with respect to the sale of such Registrable Securities shall not have already become effective under the Securities Act; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Ordinary Shares or other Equity Securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Equity Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities. Notwithstanding the foregoing, the Underwriter or Underwriters shall consult with the Board and the Sponsor in advance of Closing with regard to the Maximum Number of Securities (including the number of Registrable Securities that the Demanding Holder and the Demand Requesting Holders (if any) desire to sell in connection therewith) and the allocation of securities in connection with the Underwritten Offering. The final allocation shall be subject to the prior written approval of the Board and Sponsor (not be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Investor Rights Agreement (Armada Acquisition Corp. I)
Reduction of Underwritten Offering. in Connection with Shelf Takedown or Demand Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration Offering effected pursuant to a Shelf Takedown or Demand Registration, as applicable, in good faith, advises the Company, the Sponsor and Demanding Holders and/or the Requesting Holders (if anyas applicable) in writing that the dollar amount or number of Registrable Securities that the Sponsor and Demanding Holders and/or the Requesting Holders (if anyas applicable) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders JFL (if anyas applicable) (pro rata based on the number of Registrable Securities that each Demanding Holder has requested to be included in such Underwritten Offering and, in the case of JFL, based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in then held by such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Securities; , (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of the PIPE Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested) exercising their rights requested to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; be included in such Underwritten Offering), (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares Registrable Securities of the Pre-IPO Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Offering without exceeding the Maximum Number of Securities; (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Registrable Securities of other Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; (e) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (d), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (ivf) fourthsixth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib), (c) (d) and (iiie), the Ordinary Shares Common Stock or other equity securities securities, Pro Rata, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement
Reduction of Underwritten Offering. If Notwithstanding anything to the managing contrary in this Agreement, if the lead Underwriter or Underwriters in of an Underwritten Registration pursuant to a Demand RegistrationOffering described in Section 6.01 or 6.02 advises the Company in writing that in its reasonable opinion, in good faith, advises the number of Equity Securities of the Company (including any Registrable Securities) that the Company, the Sponsor Investors and the Requesting Holders (if any) any other Persons intend to include in writing any Underwritten Offering is such that the dollar amount or number success of Registrable Securities that any such offering would be materially and adversely affected, including the Sponsor and price at which the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold or the number of Equity Securities of the Company that any participant may sell, then the number of Equity Securities of the Company to be included in the Underwritten Offering without adversely affecting for the proposed offering priceaccount of the Company, the timing, Investors and any other Persons will be reduced pro rata by proposed participation (unless otherwise provided below) in the distribution method, or Underwritten Offering to the probability of success of such offering (such maximum dollar amount or maximum extent necessary to reduce the total number of securities to be included in any such securitiesUnderwritten Offering to the number recommended by such lead Underwriter; provided, as applicablehowever, the “Maximum Number that (a) priority for inclusion of Securities”), then Equity Securities of the Company shall include in such Underwritten Offering, as follows: a Demand Offering pursuant to Section 6.01 will be (i) firstfirst to be included, the Registrable Securities requested to be included in the Demand Offering for the account of the Sponsor Investors and the Requesting Holders Centerbridge Entities (if anyii) second to be included, securities to be offered by the Company for its own account, and (iii) third to be included, securities of the Company (pro rata based on then ownership of Voting Securities of the respective Company) requested to be included for the account of other holders having contractual piggyback registrations rights, so that the total number of securities to be included in any such Demand Offering for the account of all such Persons (including the Investors and the Centerbridge Entities) will not exceed the number recommended by such lead Underwriter; (b) priority in the case of an Underwritten Offering initiated by the Company for its own account which gives rise to a Piggyback Offering pursuant to Section 6.02 will be (i) first to be included, securities initially proposed to be offered by the Company for its own account, (ii) second to be included, the Registrable Securities requested to be included in the Piggyback Offering for the account of the Investors and the Centerbridge Entities, and (iii) third to be included, securities of the Company (pro rata based on then ownership of Voting Securities of the Company) requested to be included in the Piggyback Offering for the account of other holders having contractual piggyback registrations rights, so that each Sponsor the total number of securities to be included in any such offering for the account of all such Persons (including the Investors and Requesting Holder the Centerbridge Entities) will not exceed the number recommended by such lead Underwriter; and (if anyc) has priority with respect to inclusion of securities in an Underwritten Offering initiated by the Company for the account of holders other than the Investors or the Centerbridge Entities pursuant to contractual rights afforded such holders will be (i) first to be included, securities (including Registrable Securities) of the Company (pro rata by proposed participation) requested to be included in the Underwritten Offering for the account of such initiating holders, the Investors and the Centerbridge Entities, (ii) second to be included, securities requested to be included in such Underwritten Registration Offering by the Company for its own account, and (iii) third to be included, pro rata among any other securities of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have Company requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding Offering for the Maximum Number account of Securities; (ii) secondother holders having contractual piggyback registrations rights, to the extent so that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective total number of Registrable Securities that each Holder has so requestedsecurities to be included in any such offering for the account of all such Persons (including the Investors and the Centerbridge Entities) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding will not exceed the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with number recommended by such persons and that can be sold without exceeding the Maximum Number of Securitieslead Underwriter.
Appears in 1 contract
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises advise the Company, the Sponsor Demanding Holder or Demanding Holders and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder or Demanding Holders and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Demand Requesting Holders (if any) that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Demand Requesting Holder (if any) has requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and the Demand Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) ; provided that can no less than 50% of such Registrable Securities shall be sold allocated to Atlantic Park and, if Atlantic Park is able to include in such registration all of Atlantic Park’s Registrable Securities as requested, without exceeding the Maximum Number of SecuritiesSecurities (in such case, a “Fully Allocated Group”), the remaining Registrable Securities (if any) under this clause (i) shall be allocated to the Holders who are not the Fully Allocated Group (Pro Rata, but without taking into account the Fully Allocated Group)); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Company Stock or other equity securities that the Company desires to sell and the Ordinary SharesCompany Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) or Shelf Demanding Holders, as applicable, (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) or Shelf Demanding Holder, as applicable, has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders or Shelf Demanding Holders, as applicable, have requested be included in such Underwritten Registration (such proportion is referred to herein as ““ Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Requesting Holders or Shelf Requesting Holders, as applicable, (Pro Rata, based on the respective number of Registrable Securities that each Requesting Holder or Shelf Requesting Holder, as applicable, has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Company Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Company Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Bridger Aerospace Group Holdings, Inc.)
Reduction of Underwritten Offering. If In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Company and the Requesting Holders (if any) participating in such Underwritten Offering in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire desired to sellbe sold under any such Underwritten Offering, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor and Holders participating in such Underwritten Offering that can be sold without exceeding the Requesting Holders (if any) (Maximum Number of Securities pro rata rata, based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting all Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iiib), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Procaps Group, S.A.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder(s) and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities that the Company desires to sell and the Ordinary Sharessell, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if anyDemanding Holder(s) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders that each Demand Requesting Holding (Pro Rata, if any) has requested to be included in such Underwritten Registration (pro rata based on the respective number of Registrable Securities that each Holder Demand Requesting Holding (if any) has so requestedrequested to be included in such Underwritten Registration) exercising their rights to register their and the aggregate number of Registrable Securities pursuant that the Demand Requesting Holders have requested to subsection 2.2.1 hereof be included in such Underwritten Registration that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Common Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities; provided, that, for purposes of this Section 2.1.5 and with respect to any Underwritten Registration, notwithstanding anything to the contrary herein, the Xxxxx Holders and Sponsor Holders agree to work in good faith to effectuate such Underwritten Offering, such that if either is the Demanding Holder and the other is a Demand Requesting Holder, they shall be treated as one group, such group shall be deemed the Demanding Holder, and their aggregate Registrable Securities requested to be included in such Underwritten Registration shall be reduced on a Pro Rata basis pursuant to the foregoing.
Appears in 1 contract
Samples: Investor and Registration Rights Agreement (Li-Cycle Holdings Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities..
Appears in 1 contract
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders, the Holders requesting piggy back rights pursuant to this Agreement and the demanding holders under any other written contractual registration rights with the Company with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares A or other equity securities that the Company desires to sell and the all other Ordinary SharesShares A or other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders of the Company, 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 the Company shall include in such Underwritten Offering, as follows: before including any Ordinary Shares A or other equity securities proposed to be sold by the Company or by other holders of Ordinary Shares A or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Sponsor and Demanding Holders have requested be included in such Underwritten Shelf Takedown), (ii) second, to the extent that the Maximum Number of Securities have not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration Shelf Takedown and the aggregate number of Registrable Securities that all of the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Registration, including pursuant to a Demand Registrationan Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (A) if the Underwritten Offering is pursuant to an Existing Holder Demand Registration, then (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Existing Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)clause, the Registrable Securities of the Requesting Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 Section 2.1 hereof (pro rata based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Requesting Holders together have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities; and (B) in all other instances (i) first, Pro Rata among the Demanding Holders and Requesting Holders exercising their rights to register their Registrable Securities pursuant to Section 2.1 hereof based on the number of Registrable Securities that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause, the Common Stock or entities other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationRegistration or Shelf Underwriting Request, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, US-DOCS\119985520.5 advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that of the Sponsor Demanding Holders and Requesting Holders have requested that are be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Samples: Registration and Shareholder Rights Agreement (Cain Acquisition Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) thirdfourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Samples: Registration Rights Agreement (Venice Brands Acquisition Corp. I)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the CompanyTrue Velocity, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of True Velocity Common Stock or other equity securities that the Company True Velocity desires to sell and the Ordinary Sharesshares of True Velocity Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company True Velocity shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities shares of Holders (Pro RataTrue Velocity Common Stock or other equity securities that True Velocity desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares shares of True Velocity Common Stock or other equity securities of other Persons or entities that the Company desires True Velocity is obligated to sell, which register in a Registration pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities; and (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Shares shares of True Velocity Common Stock or other equity securities of other persons or entities Persons that the Company True Velocity is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Section 2.2 and that can be sold without exceeding the Maximum Number of Securities.
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Samples: Registration Rights Agreement (Breeze Holdings Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesClass A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights entered into after the date hereof held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares 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 (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Shares Class A Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements entered into after the date hereof with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Aldel Financial Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting or Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and any other Holders participating in the Requesting Holders Underwritten Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting such Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities that the Company desires to sell and the Company Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities the Company Ordinary Shares or other equity securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that shares of the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration underwritten offering pursuant to a Demand Registration, in good faith, advises the Company, Company and the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities that which the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that which the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering such 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 the Company shall include in such Underwritten Offeringunderwritten offering, as follows: (i) first, the Registrable Securities of as to which Demand Registration has been requested by the Sponsor Demanding Holders and the Requesting Holders (if any) (in each case pro rata based on the respective number of Registrable Securities shares that each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and underwritten offering, regardless of the aggregate number of Registrable Securities that the Sponsor each such Demanding Holder and Requesting Holders Holder (if any) have requested be included in such Underwritten Registration underwritten offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Pro Rata, based on respective number of Registrable Securities Common Stock or other securities that each Holder has so requested) exercising their rights the Company desires to register their Registrable Securities pursuant to subsection 2.2.1 hereof sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that for the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten OfferingShelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor and Demanding Holders that can be sold without exceeding the Requesting Holders (if any) (Maximum Number of Securities, determined pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has so requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of SecuritiesShelf Takedown; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Ordinary Shares or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that of the Company desires to sellTakedown Requesting Holders, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourthif any, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.
Appears in 1 contract
Samples: Amended and Restated Registration Agreement (Lavoro LTD)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the shares of Holders (Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Empeiria Acquisition Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (iA) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iiB) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), A) the Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof hereof, and the Option Securities as to which registration has been requested pursuant to the applicable contractual piggyback registration rights of such security holders, pro rata, without exceeding the Maximum Number of Securities; and (iiiC) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iA) and (iiB), 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 (ivD) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (iA), (iiB) and (iiiC), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (BGS Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its or their reasonable and good faith opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesShares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities the Shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with piggy-back registration rights held by such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Proficient Auto Logistics, Inc)
Reduction of Underwritten Offering. If Notwithstanding anything to the managing contrary in this Agreement, if the lead Underwriter or Underwriters in of an Underwritten Registration pursuant to a Demand RegistrationOffering described in Section 2.02 advises the Company in writing that in its reasonable opinion, in good faith, advises the number of Equity Securities of the Company (including any Registrable Securities) that the Company, the Sponsor CB Investors, the Investors and the Requesting Holders (if any) any other Persons intend to include in writing any Underwritten Offering is such that the dollar amount or number success of Registrable Securities that any such offering would be materially and adversely affected, including the Sponsor and price at which the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold or the number of Equity Securities of the Company that any participant may sell, then the number of Equity Securities of the Company to be included in the Underwritten Offering without adversely affecting for the proposed offering priceaccount of the Company, the timingCB Investors, the distribution method, or Investors and any other Persons will be reduced pro rata by proposed participation (unless otherwise provided below) in the probability of success of such offering (such maximum dollar amount or maximum Underwritten Offering to the extent necessary to reduce the total number of securities to be included in any such securitiesUnderwritten Offering to the number recommended by such lead Underwriter; provided, as applicablehowever, that (a) priority in the “Maximum Number case of Securities”), then an Underwritten Offering initiated by the Company shall include in such Underwritten Offering, as follows: for its own account which gives rise to a Piggyback Offering pursuant to Section 2.02 will be (i) firstfirst to be included, securities initially proposed to be offered by the Company for its own account, (ii) second to be included, the Registrable Securities requested to be included in the Piggyback Offering for the account of the Sponsor Founder Investors and the Requesting Holders CB Investors, and (if anyiii) \DC - 769367/000002 - 16124210 v12 third to be included, securities of the Company (pro rata based on then beneficial ownership of Voting Securities of the respective Company) requested to be included in the Piggyback Offering for the account of the Investors and any other holders having contractual piggyback registrations rights granted after the Effective Date, so that the total number of securities to be included in any such offering for the account of all such Persons (including the Founder Investors, the CB Investors and the Investors) will not exceed the number recommended by such lead Underwriter; and (b) priority with respect to inclusion of securities in an Underwritten Offering initiated by the Company for the account of holders other than the Founder Investors and the CB Investors pursuant to contractual rights afforded such holders will be (i) first to be included, securities (including Registrable Securities that each Sponsor Securities) of the Company (pro rata by proposed participation) requested to be included in the Underwritten Offering for the account of such initiating holders, the Founder Investors, the CB Investors and Requesting Holder such other holders, (if anyii) has second to be included, securities requested to be included in such Underwritten Registration Offering by the Company for its own account, and (iii) third to be included, pro rata among any other securities of the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have Company requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding Offering for the Maximum Number account of Securities; (ii) secondthe Investors and any other holders having contractual piggyback registrations rights, to the extent so that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective total number of Registrable Securities that each Holder has so requested) exercising their rights securities to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding be included in any such offering for the Maximum Number account of Securities; all such Persons (iii) third, to including the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii)Founder Investors, the Ordinary Shares or other equity securities that CB Investors and the Company desires to sell, which can be sold without exceeding Investors) will not exceed the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with number recommended by such persons and that can be sold without exceeding the Maximum Number of Securitieslead Underwriter.
Appears in 1 contract
Samples: Joinder Agreement (Radius Global Infrastructure, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises advise the Company, the Sponsor Demanding Holder or Demanding Holders and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder or Demanding Holders and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and the Demand Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Team Inc)
Reduction of Underwritten Offering. If the Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in its opinion, the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary SharesClass A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number total amount of Registrable Securities that held by each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities of Holders (Pro Ratathe Class A Common Stock or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Class A Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Luminar Technologies, Inc./De)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.;
Appears in 1 contract
Samples: Registration and Stockholder Rights Agreement (First Light Acquisition Group, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advise or advises the Company, the Sponsor and Demanding Holders, the Requesting Holders and other persons or entities holding Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that of the Company desires requested to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor and the Requesting Demanding Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor and Requesting Demanding Holders have requested be included in such Underwritten Registration Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of Holders (the Requesting Holders, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which sell and that can be sold without exceeding the Maximum Number of Securities; and (ivd) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (ia), (iib) and (iiic), the Ordinary Shares Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to register in a Registration include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Switchback III Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor applicable Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor such Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares ADSs or Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesADSs or Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor applicable Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof Section 2.2(a)hereof, without exceeding the Maximum Number of Securities; Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares ADSs, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares ADSs, Common Stock or other equity securities of other persons or entities Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (26 Capital Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises advise(s) the Company, the Sponsor Demanding Holder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holder(s) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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, 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 the Company shall include in such Underwritten Offering, as follows: (i) firstbefore including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of shares of Common Stock or other equity securities, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold Shelf Takedown without exceeding the Maximum Number number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Iris Acquisition Corp)
Reduction of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationUnderwriters, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing writing, in its or their opinion, that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has that have been requested to be sold in such Demand Registration pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company shall include in such Underwritten Offering, as follows: (ia) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number total amount of Registrable Securities that held by each Sponsor such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), Registrable Securities the shares of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell for its own account, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number shares of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities Persons that the Company is obligated to register include in a such Demand Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities. For purposes of determining Pro Rata amounts in this Agreement, for any Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “Holder,” as defined in this sentence.
Appears in 1 contract
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Demand Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Demand Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall shal include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Demand Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Demand Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Lock Up Agreement (ARYA Sciences Acquisition Corp III)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationRegistration or a Shelf Underwritten Offering, in good faith, advises the Company, the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) desire to sell, taken together with all other Ordinary Shares Company Securities or other equity securities that the Company desires to sell and the Ordinary SharesCompany Securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Demand Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Demand Requesting Holder (if any) (or in the case of a Shelf Underwritten Offering, that each SUO Demanding Holder and SUO Requesting Holder (if any)) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Demand Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Company Securities of Holders (Pro Rataor other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Golden Falcon Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders (or Shelf Demanding Holders) and the Requesting Holders (or Shelf Demanding Holders) (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders (or Shelf Demanding Holders) and the Requesting Holders (or Shelf Demanding Holders) (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders or Shelf Demanding Holders, as applicable, and the Requesting Holders (if any) or Shelf Requesting Holders, as applicable (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Demanding Holder (if any) or Shelf Demanding Holder, as applicable, has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders or Shelf Requesting Holders, as applicable, have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause clauses (i), Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. 5 Note to Draft: Amount to be mutually agreed by the parties.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Company and the Requesting Demanding Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (A) in the case of a Demand Registration or an Underwritten Shelf Takedown, in each case requested by Holders other than the Continuing Demanding Holders, (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities and (B) in the case of a Demand Registration or an Underwritten Shelf Takedown, in each case requested by the Continuing Demanding Holders, (i) first, the Registrable Securities of the Continuing Demanding Holders (Pro Rata, Rata based on the respective number of Registrable Securities that each Continuing Demanding Holder has so requested) exercising their rights that can be sold without exceeding the Maximum Number of Securities; (ii) second, to register their the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities pursuant to subsection 2.2.1 hereof of the Requesting Holders (if any) (Pro Rata based on the respective number of Registrable Securities that each Requesting Holder has so requested) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Highland Transcend Partners I Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) 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 Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders together have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)clause, Registrable Securities of Holders (Pro Ratathe Common Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Katapult Holdings, Inc.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registration, in good faith, advises the CompanyCorporation, the Sponsor Demanding Holders, and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A Common Stock or other equity securities that the Company Corporation desires to sell sell, and the Ordinary SharesClass A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such 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 the Company Corporation shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (if such amount exceeds the Maximum Number of Securities, pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)Offering) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro Ratathe Class A Common Stock or other equity securities that the Corporation desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Class A Common Stock or other equity securities of other persons or entities Persons that the Company Corporation is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities.
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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, US-DOCS\127167585.4 in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company desires to sell and the Ordinary SharesCommon Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders who desire to sell, 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Registrable Securities of Holders (Pro RataCommon Stock or other equity securities that the Company desires to sell, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof which can be sold without exceeding the Maximum Number of Securities; Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), 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 (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in the foregoing clause (i), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (VMG Consumer Acquisition Corp.)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand RegistrationShelf Takedown, in good faith, advises or advise the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesall other shares of Common Stock or other equity securities, if any, as to which a Registration has have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities of the Company 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 the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Priority Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Priority Holder (if any) has requested be included in such Underwritten Registration Shelf Takedown and the aggregate number of Registrable Securities that the Sponsor and Requesting all such Priority Holders have requested be included in such Underwritten Registration Shelf Takedown (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Requesting Holders (that are not Priority Holders, Pro Rata, based on respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof can be sold without exceeding the Maximum Number of Securities; , (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which sell and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Stardust Power Inc.)
