Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Tremisis Energy Acquisition CORP II), Registration Rights Agreement (Staccato Acquisition Corp.), Registration Rights Agreement (Tremisis Energy Acquisition CORP II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Securities (or underlying shares of Common Stocksecurities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 6 contracts
Samples: Registration Rights Agreement (Energy Cloud I Acquisition Corp), Registration Rights Agreement (Energy Cloud I Acquisition Corp), Registration Rights Agreement (Brilliant Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Securities (or underlying shares of Common Stocksecurities) and Working Capital Securities (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Petra Acquisition Inc.), Registration Rights Agreement (Petra Acquisition Inc.), Registration Rights Agreement (Petra Acquisition Inc.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities the Founder Shares or (to ii) the extent not previously registered by date that the Company pursuant consummates a Business Combination with respect to the preceding subclause (i))all other Registrable Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Units (or underlying securities), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Units (or underlying securities), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Springwater Special Situations Corp.), Registration Rights Agreement (Springwater Special Situations Corp.), Registration Rights Agreement (Springwater Special Situations Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Announcement Date, the holders of a majorityMajority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investorstheir transferees, may make a written demand for registration under the Securities Act of all or part of the Private Placement Warrants and Private Placement Warrant Shares (the “First Demand Registration”); provided, however, such Demand Registration shall not be declared effective by the Commission until after the First Release Date. At any time and from time to time on or after the Second Release Date, the holders of a Majority-in-interest held by the Investors or their Insider Warrants transferees, may make a written demand for registration under the Securities Act of all or part of the Registrable Securities (or underlying shares of Common Stock) or other Registrable Securitiesthe “Second Demand Registration” and together with the First Demand Registration, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities Securities, as applicable, proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demandDemand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) one (1) Demand Registration prior to the First Release Date and (ii) not more than two (2) Demand Registrations prior to the Second Release Date under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Stone Tan China Acquisition Corp.), Registration Rights Agreement (Arcade Acquisition Corp.), Registration Rights Agreement (Stone Tan China Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or any underlying shares of Common Stocksecurities), Over-Allotment Warrants (or any underlying securities), Working Capital Warrants (or any underlying securities) and Representative Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Galileo Acquisition Corp.), Registration Rights Agreement (Galileo Acquisition Corp.), Registration Rights Agreement (TKK SYMPHONY ACQUISITION Corp)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares Release Date, any holder of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration (a “Demand”) under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other its Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Each Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) methods of distribution thereof. The Company will notify promptly give written notice to all holders of Registrable Securities of the demand, and each such Demand. Each other holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the such Demand Registration (each such other holder including shares of who wishes to include Registrable Securities in such registrationDemand Registration, together with the holder who makes such Demand, a “Demanding Holder”) shall so notify must give written notice to that effect to the Company within fifteen (15) days after the receipt by the such holder of the such notice from the Company. Upon any Such notice from such request, other holder must specify the number of Registrable Securities proposed to be sold by such other holder and the intended methods of distribution thereof. The Demanding Holders shall be entitled to have their the Registrable Securities (covered by such Demand and their notices) included in the such Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect, under this Section 2.1.1 in respect of Registrable Securities, (a) any Demand Registration unless (i) the Demanding Holders propose to sell an aggregate of at least (x) $5,000,000 of Registrable Securities (based on the closing price of common equity securities of the Company in the principal trading market therefor on a date specified in such Demand within thirty (30) days prior to the date of such Demand) or (y) 1% of the then outstanding securities of the Company and (ii) at least 20% of the Registrable Securities are covered by such Demand and notices or (b) more than (x) one Demand Registration during any consecutive nine (9) month period or (y) an aggregate of two (2) Demand Registrations under Registrations. The Company may include in any Demand Registration additional Equity Interests for sale for its own account or for the account of any other Person who has been granted piggyback registration rights. If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. No holder of Registrable Securities may make a Demand pursuant to this Section 2.1.1 in respect 2.1 at any time after the seventh (7th) anniversary of all Registrable Securitiesthe Release Date.
Appears in 4 contracts
Samples: Registration Rights Agreement (Symmetry Holdings Inc), Registration Rights Agreement (Symmetry Holdings Inc), Registration Rights Agreement (Symmetry Holdings Inc)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Jensyn Acquisition Corp.), Registration Rights Agreement (Jensyn Acquisition Corp.), Registration Rights Agreement (1347 Capital Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Founders’ Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founders’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Founders’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Highland Acquisition Corp), Registration Rights Agreement (Capitol Acquisition Corp. III), Registration Rights Agreement (Capitol Acquisition Corp. III)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Better World Acquisition Corp.), Registration Rights Agreement (Merida Merger Corp. I), Registration Rights Agreement (Merida Merger Corp. I)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Fusion Fuel Green LTD), Registration Rights Agreement (HL Acquisitions Corp.), Registration Rights Agreement (HL Acquisitions Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider Warrants the Founder Shares, Private Shares, Private Rights (or underlying shares of Common Stock) securities), Working Capital Loan Securities or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Shares, Private Rights (or underlying shares of Common Stock) securities), Working Capital Loan Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Aimei Health Technology Co., Ltd.), Registration Rights Agreement (Aimei Health Technology Co., Ltd.), Registration Rights Agreement (Aimei Health Technology Co., Ltd.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider the Founder Shares, Private Shares, Private Rights (or underlying securities), Private Warrants (or underlying shares of Common Stock) securities), Working Capital Warrants (or underlying securities), the Representative’s Shares, or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Shares, Private Warrants (or underlying shares of Common Stocksecurities), Private Rights (or underlying securities), the Representative’s Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Mars Acquisition Corp.), Registration Rights Agreement (Lakeshore Acquisition II Corp.), Registration Rights Agreement (Lakeshore Acquisition II Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Black Ridge Oil & Gas, Inc.), Registration Rights Agreement (Black Ridge Acquisition Corp.), Registration Rights Agreement (Black Ridge Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is Release Date with respect to (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or Ordinary Shares underlying shares of Common Stockthe Insider Warrants) or and (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Insider Shares, the holders of a majority-in-interest of such the (a) Insider Warrants (or Ordinary Shares underlying shares of Common Stockthe Insider Warrants) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investorsand (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other such Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration with respect to the Insider Warrants (or Ordinary Shares underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1 in respect of all Registrable Securities2.1.1.
Appears in 3 contracts
Samples: Registration Rights Agreement (FlatWorld Acquisition Corp.), Registration Rights Agreement (FlatWorld Acquisition Corp.), Registration Rights Agreement (FlatWorld Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stock) securities), and Working Capital Units (or underlying securities), or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stock) securities), Working Capital Units (or underlying securities), or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Archimedes Tech Spac Partners Co), Registration Rights Agreement (Archimedes Tech Spac Partners Co), Registration Rights Agreement (Archimedes Tech Spac Partners Co)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) Representative Shares or (ii) three months prior to the Release Date with respect to all other Registrable Securities (Securities, but prior to the extent not previously registered by five-year anniversary of the Company pursuant effective date of the IPO Registration Statement (the “Effective Date”) with respect to the preceding subclause (i))Placement Warrants, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock), Placement Rights (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration Registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock), Placement Rights (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bellevue Life Sciences Acquisition Corp.), Registration Rights Agreement (Bellevue Life Sciences Acquisition Corp.), Registration Rights Agreement (Bellevue Life Sciences Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tavia Acquisition Corp.), Registration Rights Agreement (Tavia Acquisition Corp.), Registration Rights Agreement (Tavia Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Dila Capital Acquisition Corp), Registration Rights Agreement (Dila Capital Acquisition Corp), Registration Rights Agreement (DD3 Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Commission Units (or underlying Ordinary Shares) and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Commission Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (E-Compass Acquisition Corp.), Registration Rights Agreement (E-Compass Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the First Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Date, the holders of a majority-in-majority in interest of such Insider the Unit Shares, the Warrants (or underlying shares of Common Stock) or other Registrable Securities, as and the case may be, held by the Investors or the transferees of the InvestorsWarrant Shares collectively, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Registrable Securities (a "Demand Registration"). At any time and from time to time on or underlying shares after the Second Release Date, the holders of Common Stock) a majority in interest of the Initial Investor Shares may request a Demand Registration for all or other part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demanda requested Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1.
1. The Company shall not be obligated to effect more than an aggregate of on (1) Demand Registration at the request of the holders of the Unit Shares, the Warrants and the Warrant Shares, collectively two (2) Demand Registrations at the request of the holders of the Initial Investor Shares, in each case, under this Section 2.1.1 in respect of all Registrable Securities.2.1.1
Appears in 3 contracts
Samples: Registration Rights Agreement (Vector Intersect Security Acquisition Corp.), Registration Rights Agreement (Vector Intersect Security Acquisition Corp.), Registration Rights Agreement (Vector Intersect Security Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Units (or underlying securities), Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Units (or underlying securities), Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Units (or underlying securities), Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Greenrose Acquisition Corp), Registration Rights Agreement (Greenrose Acquisition Corp), Registration Rights Agreement (Greenrose Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities) and Working Capital Loan Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Loan Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Alberton Acquisition Corp), Registration Rights Agreement (Alberton Acquisition Corp), Registration Rights Agreement (Alberton Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsInvestor, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Forum Merger Corp), Registration Rights Agreement (Forum Merger Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares) or Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pacific Special Acquisition Corp.), Registration Rights Agreement (Pacific Special Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or any underlying shares of Common Stocksecurities), Over-Allotment Units (or any underlying securities), Working Capital Units (or any underlying securities) and Representative Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Twelve Seas Investment Co), Registration Rights Agreement (Twelve Seas Investment Co)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Novus Capital Corp), Registration Rights Agreement (Novus Capital Corp)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider the Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vickers Vantage Corp. I), Registration Rights Agreement (Vickers Vantage Corp. I)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities the Founder Shares or (to ii) the extent not previously registered by date that the Company pursuant consummates a Business Combination with respect to the preceding subclause (i))all other Registrable Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Warrants (or underlying shares of securities), Working Capital Warrants (or underlying Common Stock) ). EBC Founder Shares or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates or EarlyBird, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of securities), Working Capital Warrants (or underlying Common Stock) ), EBC Founder Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to the contrary in this Section 2.1.1, EarlyBird will be entitled to request a Demand Registration on only one occasion, and only during the five-year period beginning on the effective date of the registration statement for the Company’s initial public offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Accretion Acquisition Corp.), Registration Rights Agreement (Accretion Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Union Acquisition Corp. II), Registration Rights Agreement (Union Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Placement Warrants (or underlying shares of Common StockOrdinary Shares) and Working Capital Warrants (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of each of such Insider Private Placement Warrants (or underlying shares of Common StockOrdinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Placement Warrants (or underlying shares of Common StockOrdinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Andina Acquisition Corp), Registration Rights Agreement (Andina Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a ““ Demand RegistrationRegistration ”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a ““ Demanding HolderHolder ”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Big Rock Partners Acquisition Corp.), Registration Rights Agreement (Big Rock Partners Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities the Founder Shares or (to ii) the extent not previously registered by date that the Company pursuant consummates a Business Combination with respect to the preceding subclause (i))all other Registrable Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common StockOrdinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common StockOrdinary Shares), Working Capital Warrants (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gesher I Acquisition Corp.), Registration Rights Agreement (Gesher I Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Andina Acquisition Corp. III), Registration Rights Agreement (Andina Acquisition Corp. III)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider the Founder Shares, Private Shares, Private Rights (or underlying securities), Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Shares, Private Warrants (or underlying shares of Common Stocksecurities), Private Rights (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lakeshore Acquisition II Corp.), Registration Rights Agreement (Lakeshore Acquisition II Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Units (or underlying shares of Common Stocksecurities) Working Capital Units (or underlying securities) and Extension Loan Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (ACKRELL SPAC Partners I Co.), Registration Rights Agreement (ACKRELL SPAC Partners I Co.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Founder’s Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder’s Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Founder’s Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Proficient Alpha Acquisition Corp), Registration Rights Agreement (Proficient Alpha Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Sponsor’s Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Sponsor’s Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Sponsor’s Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Capitol Acquisition Corp. II), Registration Rights Agreement (Capitol Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three nine months prior to after the Release Date consummation of a Business Combination with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Legato Merger Corp. III), Registration Rights Agreement (Legato Merger Corp. III)
Request for Registration. At any time and from time to time on or after the date that is Release Date with respect to (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or Common Stock underlying shares of Common Stockthe Insider Warrants) or and (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Insider Shares, the holders of a majority-in-interest of such the (a) Insider Warrants (or Common Stock underlying shares of Common Stockthe Insider Warrants) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investorsand (b) Insider Shares, may each make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other such Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of such Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will then notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company of the number and type of Registrable Securities for which registration is requested within fifteen (15) calendar days after of the receipt by the holder of the such notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration with respect to the Insider Warrants (or Common Stock underlying the Insider Warrants) and one (1) Demand Registration with respect to the Insider Shares under this Section 2.1.1 in respect of all Registrable Securities2.1.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nautilus Marine Acquisition Corp), Registration Rights Agreement (Nautilus Marine Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause Securities, (i)), ) the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, or (ii) Cantor Xxxxxxxxxx & Co. or its designees (“Cantor”), may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities including the one (1) Demand Registration on behalf of Cantor.
Appears in 2 contracts
Samples: Registration Rights Agreement (Allegro Merger Corp.), Registration Rights Agreement (Harmony Merger Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Newbury Street Acquisition Corp), Registration Rights Agreement (Newbury Street Acquisition Corp)
Request for Registration. At any time and from time to time on or after the date that is (i) one month after the Company consummates a Business Combination has filed its first annual report on Form 20-F with the Commission after the Closing (as defined in under the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)Merger Agreement), the holders holding 50% or more of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the outstanding PIPE Registrable Securities, as the case may be, held by the Investors PIPE Investors, or the transferees of the PIPE Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other PIPE Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of PIPE Registrable Securities proposed to be sold and the intended method(s) of distribution thereof, to the extent then known. The Company will notify all holders of PIPE Registrable Securities of the demand, and each holder of PIPE Registrable Securities who wishes to include all or a portion of such holder’s PIPE Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their PIPE Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two one (21) Demand Registrations Registration under this Section 2.1.1 in respect of all PIPE Registrable Securities. The Company shall not be obligated to Register or qualify PIPE Registrable Securities pursuant to this Section 2.1 if the PIPE Investors may request a Registration on Form X-0, X-0, or any similar short-form registration pursuant to applicable PIPE Registration Rights Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Meten EdtechX Education Group Ltd.), Registration Rights Agreement (Meten EdtechX Education Group Ltd.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Placement Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Placement Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Private Placement Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Schultze Special Purpose Acquisition Corp.), Registration Rights Agreement (Schultze Special Purpose Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of at least a majority-in-interest of such Insider Warrants Founder Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Securities (or underlying shares of Common Stocksecurities), Working Capital Securities (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fortune Joy International Acquisition Corp), Registration Rights Agreement (Fortune Joy International Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date expiration of the lockup period (as described in the Registration Statement) with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock) securities), Working Capital Warrants (or underlying securities), or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stock) securities), Working Capital Warrants (or underlying securities), or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Progress Acquisition Corp.), Registration Rights Agreement (Progress Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.13.1.
1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Highpoint Acquisition Corp.), Registration Rights Agreement (Harbor Business Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Oxus Acquisition Corp.), Registration Rights Agreement (Oxus Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founders’ Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Draper Oakwood Technology Acquisition Inc.), Registration Rights Agreement (Draper Oakwood Technology Acquisition Inc.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares) or the Insider Warrants (or and underlying shares of Common StockOrdinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares), Insider Warrants (or and underlying shares of Common StockOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Private Units (or underlying Ordinary Shares), Working Capital Units (or underlying Ordinary Shares), the Insider Warrants (or and underlying shares of Common StockOrdinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (DT Asia Investments LTD), Registration Rights Agreement (DT Asia Investments LTD)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (East India CO Acquisition Corp.), Registration Rights Agreement (East India CO Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of common stock) and Over-Alltoment Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of common stock) and Over-Alltoment Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of common stock) and Over-Alltoment Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pulte Acquisition Corp.), Registration Rights Agreement (Pulte Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration Registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lightjump Acquisition Corp), Registration Rights Agreement (Lightjump Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stocksecurities) and Working Capital Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (EdtechX Holdings Acquisition Corp.), Registration Rights Agreement (EdtechX Holdings Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider the Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1.
Appears in 1 contract
Samples: Registration Rights Agreement (DD3 Acquisition Corp. III)
Request for Registration. At any time and from time to time on or after the date that is expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) after holders of at least 25% of the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares then outstanding number of Common Stock) Registrable Securities or (ii) three months prior to if less than all the Release Date with respect to all Registrable Securities (to of the extent not previously Investors listed on Schedule 2 are registered by the Company pursuant to the preceding subclause PIPE Registration Statement, any of the Investors listed on Schedule 2, (i))y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority in interest of the Registrable Securities held by all Key Executives (in each case, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock“Initial Demanding Holders”) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration Registration under the Securities Act of all or part of their Insider Warrants at least 15% (or underlying shares in a case where a Key Executive is the Initial Demanding Holder, such percentage as determined by such Key Executive, or in a case of Common Stockan Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all of the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or other in a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) of the then outstanding number of Registrable Securities, on Form F-1 or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company PubCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company PubCo within fifteen (15) 15 days after the receipt by the holder of the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than an aggregate of two (2i) three Demand Registrations under this Section 2.1.1 2.2.1 (in respect of all Registrable Securities.cases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and
Appears in 1 contract
Samples: Registration Rights Agreement
Request for Registration. At any time and from time to time on or after the date that is expiration of the Lock-up Period, each of (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, Closing Holdings Shares held by holders and (ii) the Investors or the transferees holders of a majority-in-interest of the InvestorsFounder Shares held by holders, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares Registrable Securities held by such holders, provided that the estimated market value of Common Stock) or other Registrable Securities, Securities to be so registered thereunder is at least $10 million in the aggregate. Any such requested registration shall be referred to as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate six (6) Demand Registrations, four (4) with respect to those holders described in clause (i) of this Section 2.1.1 and two (2) Demand Registrations with respect to those holders described in clause (ii) of this Section 2.1) under this Section 2.1.1 in respect of all the Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (JWC Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) Representative Shares or (ii) three months prior to the Release Date with respect to all other Registrable Securities (Securities, but prior to the extent not previously registered by five-year anniversary of the Company pursuant effective date of the IPO Registration Statement (the “Effective Date”) with respect to the preceding subclause (i))Placement Warrants, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration Registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Placement Shares, Placement Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Bellevue Life Sciences Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (x) (i) after holders of at least 25% of the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares then outstanding number of Common Stock) Registrable Securities or (ii) three months prior to if less than all the Release Date with respect to all Registrable Securities (to of the extent not previously Investors listed on Schedule 2 are registered by the Company pursuant to the preceding subclause PIPE Registration Statement, any of the Investors listed on Schedule 2, (i))y) the Sponsor (who shall not be permitted to demand more than three Demand Registrations pursuant to this Section 2.2.1) or (z) Key Executive(s) holding a majority in interest of the Registrable Securities held by all Key Executives (in each case, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock“Initial Demanding Holders”) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration Registration under the Securities Act of all or part of their Insider Warrants at least 15% (or underlying shares in a case where a Key Executive is the Initial Demanding Holder, such percentage as determined by such Key Executive, or in a case of Common Stockan Investor listed on Schedule 2 being the Initial Demanding Holder, such percentage as determined by such Investor provided it is no less than all of the Registrable Securities then held by such Investor that were not registered pursuant to the PIPE Registration Statement) (or other in a case where the Sponsor is the Initial Demanding Holder, such percentage as determined by the Sponsor) of the then outstanding number of Registrable Securities, on Form F-1 or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company PubCo will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration including the Initial Demanding Holders, a “Demanding Holder” and collectively, the “Demanding Holders”) shall so notify the Company PubCo within fifteen (15) 15 days after the receipt by the holder of the notice from the CompanyPubCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 2.2.4 and the provisos set forth in Section 3.1.13.1.2. The Company Under no circumstances shall not PubCo be obligated to effect more than an aggregate of two (2i) three Demand Registrations under this Section 2.1.1 2.2.1 (in respect of all Registrable Securitiescases where the Initial Demanding Holder is not a Key Executive), (ii) one Demand Registration under this Section 2.2.1 (in cases where the Initial Demanding Holder is a Key Executive), (iii) one Demand Registration under this Section 2.2.1(x)(ii), and (iv) three Demand Registrations under this Section 2.2.1 (in cases where the Initial Demanding Holder is the Sponsor).
Appears in 1 contract
Samples: Registration Rights Agreement (Altimeter Growth Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all any Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, held by the Investors Investors, Lazard Group, or the transferees Permitted Transferees of the Investors, may make a written demand for registration Registration under the Securities Act of all or part of their Insider Warrants (or underlying shares Registrable Securities provided that the estimated market value of Common Stock) or other Registrable Securities, as Securities to be so registered thereunder is at least $5,000,000 in the case may be aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Sapphire Industrials Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stock), Private Commission Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Sino Mercury Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) and Extension Loan Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities), Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Better World Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockSecurities) and Working Capital Units (or underlying Securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause Securities, (i)), ) the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockSecurities), Working Capital Units (or underlying Securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, or (ii) Cantor Xxxxxxxxxx & Co. or its designees (“Cantor”), may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockSecurities), Working Capital Units (or underlying Securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable SecuritiesSecurities including the one (1) Demand Registration on behalf of Cantor.
Appears in 1 contract
Samples: Registration Rights Agreement (Harmony Merger Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the applicable Release Date with respect to all for a class of Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of the Registrable Securities of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, class held by the Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares each such class of Common Stock) or other Registrable SecuritiesSecurities held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registrations shall be referred to as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations in the aggregate with respect to the Sponsor’s Warrants or the underlying shares of Common Stock under subclause (i) of this Section 2.1.1 and shall not be obligated to effect more than three (3) Demand Registrations in respect of all Registrable Securitiesthe Founders’ Common Stock under subclause (ii) of this Section 2.1.1. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (RAI Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockShares), Working Capital Units (or underlying Common Shares) or other Registrable Securities, as the case may be, held by the Investors Sponsor, officers or directors of the Company or their affiliates, or the transferees of the InvestorsSponsor, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockShares), Working Capital Units (or underlying Common Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify notify, in writing, all holders of Registrable Securities of the demand within ten (10) days of the Company’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s his, her or its Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including the holder(s) making the initial demand, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, the company shall effect such request, as soon as practicable, but not more than 45 days, subject to Section Sections 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (UTXO Acquisition Inc.)
Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the applicable Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Date, the holders of a majority-in-interest at least 50% of such Insider Warrants (or underlying shares of Common Stock) or other the then Registrable Securities, as the case may be, Securities held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be Securities (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and the Underwriters party to the Underwriter Registration Rights Agreement (the "IPO Underwriter") (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Restaurant Acquisition Partners, Inc.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants Securities (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Securities (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be (a “Demand RegistrationDEMAND REGISTRATION”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Fortissimo Acquisition Corp.)
Request for Registration. At Subject to and in accordance with this Agreement, at any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Date, the holders of a majority-in-interest at least 50% of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, Securities held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be Securities (a “Demand Registration”"DEMAND REGISTRATION"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all other holders of Registrable Securities and Deutsche Bank Securities Inc. (so long as Deutsche Bank Securities Inc. shall hold Registrable Securities as defined in the DBSI Registration Rights Agreement) of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company in writing within fifteen (15) days after the receipt by the holder of the notice from the Company. An election by Deutsche Bank Securities Inc. to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the DBSI Registration Rights Agreement. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Cold Spring Capital Inc.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares) and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Garnero Group Acquisition Co)
Request for Registration. At any time and from time to time on or after the date that is (i) in the case of the Insider Warrants (or underlying Ordinary Shares), after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) in the case of the Initial Securities (or underlying Shares and Warrants), three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Date, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common StockOrdinary Shares), Initial Securities (or underlying Shares and Warrants) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) Ordinary Shares), Initial Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Redstar Partners, Inc.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockStock and Warrants) and Working Capital Units (or underlying shares of Common Stock and Warrants) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockStock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockStock and Warrants), Working Capital Units (or underlying shares of Common Stock and Warrants) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that EarlyBirdCapital, Inc. will not have more than one (1) Demand Registration pursuant to this section at the Company’s expense; and provided, further, however, that EarlyBirdCapital, Inc. may not exercise the foregoing Demand Registration right more than five (5) years from the Effective Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Cambridge Capital Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) Combination, with respect to the Insider Warrants (or underlying shares of Common Stock) Sponsor’s Shares and Working Capital Shares or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) Sponsor’s Shares, Working Capital Shares or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) Sponsor’s Shares, Working Capital Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Hyde Park Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Warrants (or underlying shares of Common Stock) Ordinary Shares), Private Shares and Loan Securities, or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Warrants (or underlying shares of Common Stock) Ordinary Shares), Private Shares or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Warrants (or underlying shares of Common Stock) Ordinary Shares), Private Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Health Sciences Acquisitions Corp 2)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stocksecurities), Forward Purchase Shares and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Forward Purchase Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Forward Purchase Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (DD3 Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “"Demand Registration”"). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Cherry Tree Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Sponsors’ Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Sponsors’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Sponsors’ Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares and Private Units (or underlying securities), and Working Capital Warrants (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Units (or underlying securities), Working Capital Warrants (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stock) securities), Working Capital Warrants or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Sizzle Acquisition Corp.)
Request for Registration. (i) At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))hereof, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees at least 51% of the Investors, Registrable Securities then outstanding may make a written demand for request registration under the Securities Act of all or any part of their Insider Warrants Registrable Securities (or underlying shares each, a "Demand Registration"), subject to the terms and conditions of Common Stock) or other Registrable Securities, as the case may be this Agreement. Any request (a “Demand Registration”). Any demand "Registration Request") for a the Demand Registration shall specify (a) the approximate number of shares of Registrable Securities proposed requested to be sold registered, and (b) the intended method(s) method of distribution thereof. The Company will notify all of such securities.
(ii) Subject to subsection (i) above and paragraph 4, the holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall will be entitled to have their Registrable Securities included in the Demand Registration, subject request up to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 at any time and from time to time as provided herein.
(iii) A registration will not count as one of the Demand Registrations paid for by the Company (as provided in respect paragraph 5B) unless the holders of all the Registrable Securities are able to register and sell at least 50% of the Registrable Securities requested to be included in such registration.
(iv) The Company will not include in any Demand Registration any Securities other than shares of (a) Securities (the "Senior Registrable Securities") for which the holders thereof have registration rights under and pursuant to that certain Registration Rights Agreement dated as of May 31, 2000 among the Company and the other parties thereto, as amended (the "Senior Registration Rights Agreement"), (b) Registrable Securities and (c) Securities to be registered for offering and sale on behalf of the Company without the prior written consent of the holders of a majority of the shares of Registrable Securities initially requesting registration. If the managing underwriter(s), if any, of the offering to be effected pursuant to a Demand Registration advise the Company in writing that in their opinion the number of shares of Senior Registrable Securities, Registrable Securities and, if permitted hereunder, other Securities in such offering, exceeds the number of Senior Registrable Securities, Registrable Securities and other Securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company will include in such registration, (x) first, and prior to the inclusion of any Registrable Securities and other Securities which are not Senior Registrable Securities, the number of Senior Registrable Securities requested to be included pursuant to the Senior Registration Rights Agreement which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Senior Registrable Securities that each such holder has requested the Company to include in such registration, and (y) second, and prior to the inclusion of any Securities which are not Registrable Securities, the number of Registrable Securities requested to be included pursuant to paragraphs 2A(i) and 3A which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Registrable Securities that each such holder has requested the Company to include in such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Alterra Healthcare Corp)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider the Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (1) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Agrico Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Private Placement Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all the Initial Shares or other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of each of such Insider Private Placement Warrants (or underlying shares of Common Stock) ), Working Capital Warrants (or underlying shares of Common Stock), Initial Shares or other Registrable Securities, as the case may be, held by the Investors Investors, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Placement Warrants (or underlying shares of Common Stock) ), Working Capital Warrants (or underlying shares of Common Stock), Initial Shares or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacific Monument Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stock) Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Jensyn Acquisition Corp.)
Request for Registration. At any time and from time to time beginning on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Date, the holders of a majorityMajority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, Securities held by the Investors or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within 5 business days following receipt of any request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationDemand Registration, a “Demanding Holder”) shall so notify the Company Company, specifying the aggregate amount of such Demanding Holder’s Registrable Securities to be included in the Demand Registration, within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. The Company may include in such Demand Registration additional securities of the class of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (National Security Solutions Inc.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stocksecurities) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Shares, Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Nagao Group Holdings LTD)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants (or underlying shares of Common StockOrdinary Shares) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common StockOrdinary Shares) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common StockOrdinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (China Fortune Acquisition Corp.)
Request for Registration. At any time and from time to time beginning on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the expiration of the Release Date with respect applicable to all any class of Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of the Registrable Securities of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may beclass, held by the Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares each such class of Common Stock) or other Registrable Securities of such class held by Investors and Permitted Transferees; provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least [$500,000] in the aggregate; and provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities, . Any such requested registration shall be referred to as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) Business Days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of such Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing; provided that such notice shall be received by the holder Company within ten (10) Business Days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the same type as the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.12.2.2. The Except as otherwise provided in Section 2.1.4, the Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all classes of Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Opportunity Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) Combination, with respect to the Insider Private Placement Warrants (or underlying shares of Common Stock) and Working Capital Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date Date, with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Private Placement Warrants (or underlying shares of Common Stock), Working Capital Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Hyde Park Acquisition Corp. II)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities) Working Capital Warrants (or underlying securities) and Extension Loan Warrants (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Founder Shares, Representative Shares, Private Warrants (or underlying shares of Common Stocksecurities), Working Capital Warrants (or underlying securities) Extension Loan Warrants (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Better World Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all any Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other the Registrable Securities, as the case may be, held by the Investors or the transferees Permitted Transferees of the Investors, may make a written demand for registration Registration under the Securities Act of all or part of their Insider Warrants (or underlying shares Registrable Securities provided that the estimated market value of Common Stock) or other Registrable Securities, as Securities to be so registered thereunder is at least $ in the case may be aggregate (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationRegistration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of persons who are not holders of Registrable Securities. Upon receipt by the Company of any such requestnotice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 12-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Sapphire Industrials Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stock). Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Jensyn Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Founder Shares and Working Capital Loan Securities (or underlying shares of Common Stocksecurities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares and Working Capital Loan Securities (or underlying shares of Common Stock) securities), or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares and Working Capital Loan Securities (or underlying shares of Common Stock) securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Expectation Acquisition Corp)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Combination, the holders of a majority-in-interest of such Insider Warrants the Founder Shares, Private Shares, Private Rights (or underlying shares of Common Stock) securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Shares, Private Rights (or underlying shares of Common Stock) securities), the Representative Shares, Working Capital Loan Securities or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will will, within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Company, in writing, within fifteen three (153) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to the contrary, any holder of Registrable Securities that is affiliated with an underwriter participating in the Company’s initial public offering may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which the prospectus relating to the Company’s initial public offering forms a part. Notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), Lucid and/or its designees may only make a demand registration on one occasion during the five-year period beginning on the effective date of the registration statement relating to the Company’s initial public offering in accordance with FINRA Rule 5110(g)(8)(B) and (C).
Appears in 1 contract
Samples: Registration Rights Agreement (Rising Dragon Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Sponsors’ Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Sponsors’ Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Sponsors’ Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five business days following receipt of any request for a Demand Registration, the Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Triplecrown Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares) and Working Capital Units (or underlying Ordinary Shares) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common StockOrdinary Shares), Working Capital Units (or underlying Ordinary Shares) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (DT Asia Investments LTD)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Representative Shares, Private Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Units (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Range Capital Acquisition Corp.)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Placement Units (or underlying shares of Common Stocksecurities) and Working Capital Units (or underlying securities) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Private Placement Units (or underlying shares of Common Stocksecurities), Representative Shares, Working Capital Units (or underlying shares) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Private Placement Units (or underlying shares of Common Stockshares), Representative Shares, Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Tavia Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Founder Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i)), the holders of a majority-in-interest of such Insider Founder Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Founder Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Brand & Services Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the a date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) business combination with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding preceeding subclause (i)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Columbus Acquisition Corp)
Request for Registration. At any time and from time to time on or after (i) the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants Private Units (or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all other Registrable Securities (to the extent not previously registered by the Company pursuant to the preceding subclause (i))Securities, the holders of a majority-in-interest of such Insider Warrants Private Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Private Units (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two three (23) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Quartet Merger Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a an Initial Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Sponsors’ Warrants (or underlying shares of Common Stock) or Ordinary Shares); (ii) three the earlier of (x) nine months prior after the consummation of an Initial Business Combination or (y) the date the shares are released from escrow, with respect to the Release Date Founders’ Ordinary Shares; and (iii) one hundred and eighty (180) days after the IPO with respect to all other Registrable Securities otherwise acquired, (to the extent not previously registered by the Company pursuant to the preceding subclause (i) or (ii)), the holders of a majority-in-interest of such Insider Warrants (or underlying shares any class of Common Stock) or other Registrable Securities, as the case may be, held by the Investors or the transferees Permitted Transferees of the Investors, may make a written demand (for a total of two demands) for registration under the Securities Act of all or part of their Insider Warrants (or underlying shares each such class of Common Stock) or other Registrable Securities held by such holders, provided that the estimated market value of Registrable Securities of all classes to be so registered thereunder is at least $500,000 in the aggregate and provided further that any Registration Statement for Unreleased Registrable Securities may not become effective until after such Registrable Securities have become Released Registrable Securities, . Any such requested registration shall be referred to as the case may be (a “Demand Registration”). .” Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the class or classes to be registered of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt in writing, provided that such notice shall be received by the holder Company within ten (10) business days of the Company’s having sent the applicable notice from to such holder or holders. All such requests shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the class or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Company, if so requested, shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all the Registrable Securities. In addition, the Company shall not be required to file a Registration Statement for a Demand Registration at any time during the 6-month period following the effective date of another Registration Statement filed pursuant to this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Overture Acquisition Corp.)
Request for Registration. At any time and from time to time on or after the date that is (i) after the Company consummates a Business Combination (as defined in the Company’s Registration Statement with respect to its initial public offering) with respect to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior to the Release Date with respect to all Registrable Securities the Founder Shares or (to ii) the extent not previously registered by date that the Company pursuant consummates a Business Combination with respect to the preceding subclause (i))all other Registrable Securities, the holders of a majority-in-interest of such Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, Investors may make a written demand for registration under the Securities Act of all or part of their Insider Warrants Founder Shares, Representative Shares, Private Units (or underlying shares of Common Stocksecurities), Working Capital Units (or underlying securities), Extension Loan Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (ROC Energy Acquisition Corp.)