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 8 contracts
Samples: Registration Rights Agreement (Black Spade Acquisition II Co), Registration Rights Agreement (Black Spade Acquisition II 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 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 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 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 8 contracts
Samples: Registration and Stockholder Rights Agreement (Figure Acquisition Corp. I), Registration Rights Agreement (Broadscale Acquisition Corp.), Registration Rights Agreement (Broadscale 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, 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 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 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) (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 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 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 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 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 Securities.
Appears in 7 contracts
Samples: Registration Rights Agreement (Austerlitz Acquisition Corp II), Registration Rights Agreement (Austerlitz Acquisition Corp I), Registration Rights Agreement (Austerlitz Acquisition Corp II)
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 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 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 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 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 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: (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.
Appears in 5 contracts
Samples: Registration Rights Agreement (BuzzFeed, Inc.), Registration Rights Agreement (890 5th Avenue Partners, Inc.), Merger Agreement (890 5th Avenue Partners, 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 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 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 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 to 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 Ratapro rata, based on the respective number of Registrable Securities that each Holder has so requestedrequested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration) 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 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 5 contracts
Samples: Registration Rights Agreement (Southport Acquisition Corp), Registration Rights Agreement (Southport Acquisition Corp), Registration Rights Agreement (Oyster Enterprises 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 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.), Subscription Agreement (Avista Healthcare Public 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), 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, 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 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 5 contracts
Samples: Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp II)
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 Class A Ordinary Shares or other equity securities that 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 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 numbers of Registrable Securities that each Holder has so requested) 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 Class A 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 Class A 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 Rights Agreement (Tiga Acquisition Corp. III), Registration Rights Agreement (Tiga Acquisition Corp. III), Registration Rights Agreement (Tiga Acquisition Corp. II)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration conducted pursuant to a Demand Registration, in good faith, this Agreement advises the Company, the Sponsor Demanding Holders and the Requesting Holders (if any) in writing that that, in such Underwriters’ 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 of the Company 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 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 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 Registration, regardless of the number of shares held by each such person (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), 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 (iia), the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securitiessell for its own account; and (ivc) fourth, to any securities of the extent that Company for 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 as to which “piggyback” registration has been requested by the holders thereof that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (NUSCALE POWER Corp), Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley 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 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 4 contracts
Samples: Registration Rights Agreement (SpringBig Holdings, Inc.), Registration Rights Agreement (Tuatara Capital Acquisition Corp), Registration Rights Agreement (Wm Technology, 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 Class A Ordinary Shares or other equity securities that 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 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Class A 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 Class A 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 or entities and that can be sold without exceeding the Maximum Number of Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Cantor Equity Partners I, Inc.), Registration Rights Agreement (Cantor Equity Partners, Inc.), Registration Rights Agreement (Cantor Equity Partners, 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 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: 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 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: (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 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, Pro Rata 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 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 and Shareholder Rights Agreement (EQV Ventures Acquisition Corp.), Registration and Shareholder Rights Agreement (EQV Ventures Acquisition Corp.), Registration and Shareholder Rights Agreement (Ares 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 piggyback rights pursuant to this Agreement with respect to such Underwritten Offering (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 Offering and the aggregate number of Registrable Securities that the Sponsor and Demanding Holders or the Requesting Holders (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; 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: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
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), 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 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), 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, 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 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, Registration Rights Agreement (SCG Financial Acquisition Corp.), Registration Rights Agreement (SCG Financial Acquisition 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 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 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 SecuritiesSecurities ”), 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 RataRata ”)) 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 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 3 contracts
Samples: Registration Rights Agreement (China Growth Equity Investment LTD), Registration Rights Agreement (China Growth Equity Investment LTD), Registration Rights Agreement (China Growth Equity Investment 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 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 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), 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; (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 3 contracts
Samples: Registration Rights Agreement (Healthcare AI Acquisition Corp.), Registration Rights Agreement (Mountain Crest Acquisition Corp. V), Registration Rights Agreement (Pacifico 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 Class A Ordinary Shares or other equity securities that 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 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 Class A 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 Class A 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 3 contracts
Samples: Registration Rights Agreement (OpSec Holdings), Registration Rights Agreement (Investcorp Europe Acquisition Corp I), Registration Rights Agreement (Investcorp Europe 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 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 Company Common Stock or other equity securities that the Company desires to sell and the Ordinary Sharesshares of Company 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”)) 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 RataCompany 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 shares of 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 Rights Agreement (Salmasi Allen), Registration Rights Agreement (Veea Inc.), Business Combination Agreement (Plum Acquisition Corp. I)
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 RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Domesticated Parent 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 OfferingShelf Takedown, 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 the shares of Holders (Pro RataDomesticated Parent 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 Domesticated Parent 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 Takedown Requesting Holders, if any, 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 3 contracts
Samples: Registration and Stockholder Rights Agreement (OmniAb, Inc.), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Avista Public Acquisition Corp. II)
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 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 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.), Merger Agreement (CIIG Capital Partners II, 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 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 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), Merger Agreement (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 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 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 2 contracts
Samples: Registration Rights Agreement (Proficient Auto Logistics, Inc), Registration Rights Agreement (Proficient Auto Logistics, 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 CompanyHoldCo, 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 HoldCo Equity Securities or other equity securities that the Company HoldCo desires to sell and the Ordinary SharesHoldCo 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 HoldCo 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”)) 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 HoldCo Equity Securities of Holders (Pro Rataor other equity securities that HoldCo 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 HoldCo 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 that the Company HoldCo 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: Investor Rights Agreement (Alterola Biotech Inc.), Investor Rights Agreement (Chain Bridge 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 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), 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: Registration Rights Agreement (Aesther Healthcare Acquisition Corp.), Registration Rights Agreement (Aesther Healthcare 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; 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: Business Combination Agreement (FTAC Athena Acquisition Corp.), Registration Rights Agreement (FTAC Athena 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; 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 (Healthcare Royalty, Inc.), Registration Rights Agreement (Perella Weinberg Partners)
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(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 2.02(a) 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(i) and (ii(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 (iclauses (i), (ii(ii) and (iii(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 2 contracts
Samples: Registration Rights Agreement (Innovatus Life Sciences Acquisition Corp.), Registration Rights Agreement (Innovatus Life Sciences 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 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.), Equity and Business Loan Agreement (NKGen Biotech, Inc.)
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 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.), Transaction Agreement (Horizon 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 the Company, the Sponsor participating SLL Investor Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor participating SLL Investor Holders and the 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 Sharesall other Common Shares 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 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: (i) first, the Registrable Securities of the Sponsor and SLL Investor Holders; (ii) second, the Registrable Securities of 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”)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 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 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 (ONESPAWORLD HOLDINGS LTD), Investment Agreement (ONESPAWORLD HOLDINGS LTD)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in for an Underwritten Registration pursuant Offering that is to a Demand Registrationbe an Underwritten Offering, in good faith, advises the Company, the Sponsor Demanding Holder(s) and the Requesting Holders Holder(s) (if any) of such Underwritten Offering in writing that the dollar amount or number of Registrable Securities that which the Sponsor Demanding Holder(s) 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 which the Company desires to sell and the Ordinary Sharesshares of Common Stock or other equity securities, if any, as to which a Registration by the Company has been requested pursuant to separate rights of other Holders of Registrable Securities hereunder or pursuant to written contractual piggy-back registration rights held by any other shareholders security holders 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 equity securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(a) with respect to any Underwritten Offering effected pursuant to clause (x) of Section 2.1.3: (i) first, the Registrable Securities of the Sponsor Demanding Holder(s) and the Requesting Holders Holder(s) (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 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 shares of Common Stock or other equity securities of other Holders of Registrable Securities hereunder or other Persons that the Company is obligated to register in a Registration pursuant to, respectively, rights of other Holders of Registrable Securities hereunder or separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.
(b) with respect to any Underwritten Offering effected pursuant to clause (y) of Section 2.1.3 or effected for the Company's account in accordance with Section 2.2: (i) first, on an equal basis, the Registrable Securities of Season Smart, up to a number of shares equal to the Season Smart Percentage multiplied by the Maximum Number of Securities, and the shares of Common Stock or other equity securities that the Company desires to sell, which up to the remaining Maximum Number of Securities, (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), any remaining Registrable Securities of Season Smart that Season Smart desires to sell that can be sold without exceeding the Maximum Number of Securities; , (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of the Requesting Holder(s) (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Requesting Holders have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities, and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), (ii) and through (iii), the Ordinary Shares shares of Common Stock or other equity securities of other persons Holders of Registrable Securities hereunder or entities other Persons that the Company is obligated to register in a Registration pursuant to to, respectively, rights of other Holders of Registrable Securities hereunder or separate written contractual arrangements with such persons Persons and that can be sold without exceeding the Maximum Number of Securities. In the event that securities of the Company that are convertible into Common Stock are included in the offering, the calculations under this Section 2.1.4 shall include such Company securities on an as-converted to Common Stock basis.
Appears in 2 contracts
Samples: Registration Rights Agreement (Faraday Future Intelligent Electric Inc.), Registration Rights Agreement (Property Solutions 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; 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 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 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 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 to 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 Ratapro 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; (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: Registration Rights Agreement (Group Nine Acquisition Corp.), Registration Rights Agreement (Group Nine 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 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, if any, as to which a Registration an Underwritten Offering 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 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”)) 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 Class A Common Stock or other equity securities of Holders (Pro Rata, based on respective number of Registrable Securities the Company 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 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 Shares Class A 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 2 contracts
Samples: Registration Rights Agreement (Global Gas Corp), Unit Purchase Agreement (Dune 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 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 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 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 to 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; (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 2 contracts
Samples: Registration Rights Agreement (Gaming & Hospitality Acquisition Corp.), Registration Rights Agreement (Gaming & Hospitality 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 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 been requested 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 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 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 (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 (Abacus Life, Inc.), Registration Rights Agreement (East Resources Acquisition Co)
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), 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 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) (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 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 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 Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advises or advise the Company, the Sponsor and Demanding Holders, the Requesting Holders (if any) and other persons or entities holding Common Stock or other equity securities of the Company that the Holders have requested to include in such Underwritten Offering, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other equity holders of the Company who desire to sell (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, 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 Offering, regardless of the number of shares held by each such person, 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; (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 Rata, based on respective number Common Stock or other equity securities of Registrable Securities the Company that each Holder has so requested) exercising their rights the Company that the Company 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 (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) a), Error! Reference source not found. 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 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 (Navitas Semiconductor 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 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 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 by the following orders (A) firstly, the Tranche A Registrable Securities, Tranche B Registrable Securities , [and/or the Tranche D Registrable Securities]3, and (B) secondly, the Tranche C Registrable 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 RataOrdinary 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. 3 NTD: Subject to terms of the Transaction Financing Agreements.
Appears in 1 contract
Samples: Registration Rights Agreement (Prime Number Acquisition I 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 Demand Registration Participant that the dollar amount or number of Registrable Securities that the Sponsor Demanding Holders and the Requesting Holders (if any) Demand Registration Participant desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities that the Company or any other Stockholder 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) :
i. first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (Demand Registration Participants pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (if any) Demand Registration Participant has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Sponsor Demanding Holders and Requesting Holders Demand Registration Participants 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; (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 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) fourthSecurities; and
iii. third, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause (i) and clause (ii), (ii) and (iii), the Ordinary Shares Common Stock or other equity securities of (x) other Stockholders who have elected to participate in the Underwritten Offering pursuant to Section 5.02(a) or (y) persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that persons, pro rata, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Investor Rights Agreement (Tailwind Acquisition Corp.)
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 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 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 Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advises or advise the Company, the Sponsor and Demanding Holders, the Requesting Holders (if any) and other persons or entities holding Common Stock or other equity securities of the Company that the Holders have requested to include in such Underwritten Offering, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other equity holders of the Company who desire to sell (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, 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 Offering, regardless of the number of shares held by each such person, 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; (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 Rata, based on respective number Common Stock or other equity securities of Registrable Securities the Company that each Holder has so requested) exercising their rights the Company that the Company 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 (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia), (b) and (iic), 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 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: Business Combination Agreement (Live Oak Acquisition Corp II)
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 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; 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 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 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 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), 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 and the shares of Common Stock or other equity securities registrable pursuant to the terms of the unit purchase option (the “Unit Purchase Option” and such registrable securities, the “Option Securities”) to be issued to Cxxxx & Company Capital Markets, LLC (“Cxxxx & Company”) or its designees in connection with the Company’s initial public offering as to which “piggy-back” registration has been requested by the holders thereof, 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, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (ivv) 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 (Empeiria 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 Holder 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 Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor the 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 Holder 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 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 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 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 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) (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 such 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.
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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.
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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 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..
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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, 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 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 (with respect to such Underwritten Registration, if any) any (pro rata based on the respective number of Registrable Securities that each Sponsor Demanding Holder and Requesting Holder (Holder, if any) has requested be included in any 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), the Registrable Securities of the Holders (Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has so requestedrequested be included in such Underwritten Registration) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securitieshereof; (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 1 contract
Samples: Registration Rights Agreement (Insight Acquisition Corp. /DE)
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 Class A Ordinary Shares or other equity securities that 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 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 Class A 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 Class A 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 (RichSpace 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 Class A ordinary shares or other equity securities that the Company desires to sell and the Ordinary Sharesall other Class A ordinary shares 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 Class A ordinary shares or other equity securities proposed to be sold by the Company or by other holders of Class A ordinary shares 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 (JATT 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 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), 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 2.3.1 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 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 1 contract
Samples: Registration Rights Agreement (LiveVox Holdings, 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 (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 shares of Common Stock or other equity securities registrable pursuant to the terms of the Unit Purchase Option issued to Cantor, or its designees, in connection with the IPO (the “Unit Purchase Option” and such Registratble securities, the “Option Securities”) as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata based on the respective number of Registrable Securities that the Company desires to sellCantor, which or its designees, have requested, that can be sold without exceeding the Maximum Number of SecuritiesShares; 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 (JM Global Holding Co)
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 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), 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 and the shares of Common Stock or other equity securities registrable pursuant to the terms of the unit purchase option (the “Unit Purchase Option” and such registrable securities, the “Option Securities”) to be issued to Cxxxx & Company Securities, LLC (“Cxxxx & Company”) or its designees in connection with the Company’s initial public offering as to which “piggy-back” registration has been requested by the holders thereof, 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, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (ivv) 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 (Empeiria Acquisition 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 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 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)) (pro rata based on the respective number of Registrable Securities that each Sponsor DR Demanding Holder and DR Requesting Holder (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor DR Demanding Holders and DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO 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.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Moolec Science SA)
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 preceding clause (i), Registrable Securities 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 such persons and that can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Makara Strategic 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 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 (iviii) fourth, to the extent that the Maximum Number of Securities has not been reached in under the foregoing clause clauses (i), and (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
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
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the CompanyPubCo, 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 PubCo Ordinary Shares or other equity securities that the Company PubCo desires to sell and the PubCo 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 PubCo 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 PubCo 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the PubCo Ordinary Shares or other equity securities that the Company PubCo 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 PubCo Ordinary Shares or other equity securities of other persons or entities that the Company PubCo 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 (Sagaliam 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 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 Class A Ordinary Shares or other equity securities that the Company desires to sell and the Company 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 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 Company Class A 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 Company Class A 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 (Elong Power Holding Ltd.)
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 and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Company 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 OfferingShelf Takedown, 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 the shares of Holders (Pro RataCompany 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 shares of 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 Takedown Requesting Holders, if any, 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: Registration Rights Agreement (First Light Acquisition Group, 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 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: 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 Registration, in good faith, advises the CompanySquirrel Cayman, 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 Squirrel Cayman Ordinary Shares or other equity securities that the Company Squirrel Cayman desires to sell and the Squirrel Cayman 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 Squirrel Cayman shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor Demanding Holders and the Requesting Holders (if any) (on a pro rata basis based on the respective number of Registrable Securities that each Sponsor and Requesting such Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting such Holders have requested to be included in such Underwritten Registration Registration, which can be sold without exceeding the Maximum Number of Securities (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 RataSquirrel Cayman Ordinary Shares or other equity securities that Squirrel Cayman 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 Squirrel Cayman Ordinary Shares or other equity securities of other persons or entities that the Company Squirrel Cayman 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 (Squirrel Enlivened International Co., 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 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 been requested 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 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 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 (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 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: Registration Rights Agreement (ECP Environmental Growth 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 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 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. 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 pursuant to a Demand RegistrationShelf Takedown, 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 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 1 contract
Samples: Registration Rights Agreement (Digital Media Solutions, 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 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 Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting such 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; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Demanding Holders and the Requesting Holders (iiif any) secondin like manner; 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 Ratathe Company 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 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 (Fortress Value Acquisition Corp. II)
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 Participating Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Participating 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 having a material adverse effect on 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 Participating Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting such Participating Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting all such Participating 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 1 contract
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.
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 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 managing Underwriter or Underwriters in an Underwritten Registration Offering pursuant to a Demand Registrationan Underwritten Demand, in good faith, advises the CompanyPubCo, 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 PubCo Ordinary Shares or other equity securities that the Company PubCo desires to sell sell, and the PubCo Ordinary Shares, if any, as to which a Registration inclusion 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 PubCo 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 to be included in such Underwritten Registration and Offering relative to 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; (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 RataPubCo Ordinary Shares or other equity securities that PubCo 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 PubCo Ordinary Shares or other equity securities of other persons or entities that the Company PubCo 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
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 Demand RegistrationShelf Takedown, in good faith, advises the Company, the Sponsor Demanding Holders and the Requesting Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (if any) (the “Requesting Holders”) 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 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 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: (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 held by 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”)Holder) 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 Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that Persons, pro rata, which can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities 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. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.
Appears in 1 contract
Samples: Investor Rights Agreement (CBRE Acquisition 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 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
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: (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 Shelf Takedown and the aggregate number of Registrable Securities that all of the Sponsor and Requesting Demanding 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), the Registrable Securities of Requesting Holders (Pro Rata, pro rata based on the respective number of Registrable Securities that each Requesting Holder has so requestedrequested to be included in such Underwritten Shelf Takedown) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof that 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 the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; and (ivc) 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 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 1 contract
Samples: Registration Rights Agreement (Horizon Acquisition Corp II)
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 (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 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 shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and Demanding Holders and, if the Demanding Holders are Existing Holders, the Requesting Holders that are Existing Holders (if any) or, if the Demanding Holders are New Holders, the Requesting Holders that are New Holders (if any) (in each case 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 Securities; provided, that until such time as the Savanna New Holder no longer holds any Registrable Securities, the pro rata allocation of Registrable Securities shall be adjusted so that the Registrable Securities to be allocated to the Savanna New Holder (if the Savanna New Holder is a Demanding Holder or Requesting Holder) pursuant to this clause (i) shall include the maximum number of Registrable Securities that the Savanna New Holder has requested to be included in such Underwritten Offering, (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 other Holders (Pro Ratapro rata, based on the respective number numbers of Registrable Securities that each Holder has so requested) 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 shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 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: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)