Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insider) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act; provided, however, that the Company shall not agree to name any Insider as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.4, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any Holders pursuant to this Section 2.4 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Insiders. In the event of a share removal of the Holders pursuant to this Section 2.4, the Company shall promptly register the resale of any Removed Shares and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 5 contracts
Samples: Registration Rights Agreement (iLearningEngines, Inc.), Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (Arrowroot Acquisition Corp.)
Rule 415; Removal. If at any time the Commission SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 is filed pursuant to this Article II are not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission SEC for the registration of all of the Registrable Securities in accordance with the Commission SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission SEC requiring an Insider a Holder to be named as an “underwriter,” the Insiderapplicable Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the applicable Holders is an “underwriter.” The Existing Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actheld by the Existing Holders, and the New Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities held by the New Holders, and subject to such Registration Statement, each such legal counsel shall have the review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the applicable set of Holders’ counsel reasonably objects. In the event that that, despite the Commission Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the SEC refuses to alter its position, the Company shall shall, at the applicable Holder(s)’ option, (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission SEC may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree only be required to name any Insider as an “underwriter” include such Xxxxxx’s Registrable Securities in such the Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider Holder agrees to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the applicable Holders (who, for the avoidance of doubt, shall solely consist of those Holders the SEC is requiring to be named as an “underwriter”) pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders applicable Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch applicable Holders. In the event of a share removal of the some or all Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 5 contracts
Samples: Registration Rights Agreement (Flyexclusive Inc.), Registration Rights Agreement (XBP Europe Holdings, Inc.), Registration Rights Agreement (CFAC Holdings VIII, LLC.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense) to review and oversee any registration or matters pursuant to this Section 2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Demanding Holder Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 3 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to Section 2.1 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, it being understood that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (a) promptly notify each Holder of Registrable Securities thereof subject to such Registration Statement (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (b) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right, at the expense of the Holders, to select one firm of legal counsel designated by the Holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.2, including participation in any meetings or discussions with the Commission regarding the Commission’s position and the Company will consider, in good faith, any comments from such Holders’ counsel to any written submission proposed made by the Company to the Commission with respect thereto. In the event that that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.2, the Commission refuses to alter its position, the Company shall shall, in its sole discretion, (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.2, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.2 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders on a Holders pro rata basis based on the aggregate amount of Registrable Securities held by the Insidersrata. In the event of a share removal of the Holders pursuant to this Section 2.42.2, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.1(b) and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of Section 2.1(b) be counted as a Demand Registration Shelf Takedown hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof2.4.
Appears in 3 contracts
Samples: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.), Merger Agreement (Big Cypress Acquisition Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insider) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act; provided, however, that the Company shall not agree to name any Insider as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.4, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any Holders pursuant to this Section 2.4 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Insiders. In the event of a share removal of the Holders pursuant to this Section 2.4, the Company shall promptly register the resale of any Removed Shares and in no event shall the filing of such Registration Statement on Form S-1 F-1 or subsequent Registration Statement on Form S-3 F-3 filed be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Artemis Strategic Investment Corp), Registration Rights Agreement (Artemis Strategic Investment Corp), Agreement and Plan of Reorganization (Artemis Strategic Investment Corp)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof and (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insiderii) and the Company will use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 F-1 or subsequent Registration Statement on Form S-3 F-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof. In the case of a Form F-1 Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form F-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an “underwriter” therein, the Company shall use its best efforts to file a Form F-3 Shelf as promptly as practicable to replace the applicable Form F-1 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights and Lock Up Agreement (Israel Acquisitions Corp), Registration Rights and Lock Up Agreement (Arrival Group), Business Combination Agreement (CIIG Merger Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a CCMP Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a CCMP Holder to be named as an “underwriter,” the InsiderCCMP Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the CCMP Holders is an “underwriter.” The Holders shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.5, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider CCMP Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementCCMP Holder. In the event of a share removal pursuant to this Section 2.42.5, the Company shall give the applicable Holders at least five three (53) business days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.5 shall first be applied to Holders other than the Insiders CCMP Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders CCMP Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersCCMP Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.5, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hillman Solutions Corp.), Merger Agreement (Hillman Companies Inc), Merger Agreement (Landcadia Holdings III, Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (a) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolder) and the Company will (b) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any Subject to the Company’s obligations under the Subscription Agreements, any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares and in no event shall pursuant to Section 2.1(b). In the filing case of a Form F-1 Shelf filed to register the resale of Removed Shares, upon such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time date as the Company has registered becomes eligible to register all of the Removed Shares for resale on a Form F-3 Shelf pursuant to Rule 415 under the Securities Act on Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an effective Registration Statement“underwriter” therein, the Company shall not use its reasonable best efforts to file a Form F-3 Shelf as promptly as practicable to replace the applicable Form F-1 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be able supplemented and amended to defer the filing of a extent necessary to ensure that such Registration Statement pursuant is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to Section 3.4 hereofbe Registrable Securities.
Appears in 3 contracts
Samples: Registration Rights and Lock Up Agreement (Ardagh Metal Packaging S.A.), Registration Rights and Lock Up Agreement (Ardagh Metal Packaging S.A.), Registration Rights and Lock Up Agreement (Gores Holdings v Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider to be named as an “underwriter,” the Company shall promptly notify each the Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insider) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act; provided, however, that the Company shall not agree to name any Insider as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.4, the Company shall give the applicable Holders Holder at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any Holders the Holder pursuant to this Section 2.4 shall first be applied to Holders other than the Insiders with securities registered for resale Holder under the applicable Registration Statement and thereafter allocated between the Insiders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersStatement. In the event of a share removal of the Holders Holder pursuant to this Section 2.4, the Company shall promptly register the resale of any Removed Shares and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (NKGen Biotech, Inc.), Equity and Business Loan Agreement (NKGen Biotech, Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider an Initial-Southland Holder to be named as an “underwriter,” the Company shall promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider Initial-Southland Holder to be named as an “underwriter,” the InsiderInitial-Southland Holders) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Initial-Southland Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Initial-Southland Holder and, if the Commission requires such Insider Initial-Southland Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Initial-Southland Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Initial-Southland Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Initial-Southland Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersInitial-Southland Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Southland Holdings, Inc.), Registration Rights Agreement (Legato Merger Corp. Ii)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense) to review and oversee any registration or matters pursuant to this Section 2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.5, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.5, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.5 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.5, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.1.1 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of Section 2.1.1 be counted as a an Underwritten Offering pursuant to an Underwritten Demand Registration hereundereffected under Section 2.1 of this Agreement. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Global Gas Corp), Unit Purchase Agreement (Dune Acquisition Corp)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Sponsor-Leafly Holder to be named as an “underwriter,” the Company shall promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Sponsor-Leafly Holder to be named as an “underwriter,” the InsiderSponsor-Leafly Holders) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Sponsor-Leafly Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Sponsor-Leafly Holder and, if the Commission requires such Insider Sponsor-Leafly Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Sponsor-Leafly Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Sponsor-Leafly Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Sponsor-Leafly Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersSponsor-Leafly Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Leafly Holdings, Inc. /DE), Registration Rights Agreement (Merida Merger Corp. I)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to Section 2.1 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, it being understood that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (a) promptly notify each Holder of Registrable Securities thereof subject to such Registration Statement (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (b) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right, at the expense of the Holders, to select one firm of legal counsel designated by the Holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.2, including participation in any meetings or discussions with the Commission regarding the Commission’s position and the Company will consider, in good faith, any comments from such Holders’ counsel to any written submission proposed made by the Company to the Commission with respect thereto. In the event that that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.2, the Commission refuses to alter its position, the Company shall shall, in its sole discretion, (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.2, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.2 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders Pro Rata. In the event of a share removal of the Holders pursuant to this Section 2.42.2, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.1.2 and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of Section 2.1.2 be counted as a Demand Registration Shelf Takedown hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof2.4.
Appears in 2 contracts
Samples: Merger Agreement (Osprey Technology Acquisition Corp.), Registration Rights Agreement (Osprey Technology Acquisition Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof and (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insiderii) and the Company will use commercially reasonable efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 F-1 or subsequent Registration Statement on Form S-3 F-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof. In the case of a Form F-1 Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form F-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an “underwriter” therein, the Company shall use reasonable efforts to file a Form F-3 Shelf as promptly as practicable to replace the applicable Form F-1 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (CIIG Capital Partners II, Inc.), Merger Agreement (CIIG Capital Partners II, Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 Shelf filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the Insidersuch Holder) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Holder and, if the Commission requires such Insider Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.05, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.05 shall first be applied to Holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.05, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.01(b) hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 Xxxxx filed pursuant to the terms of Section 2.01(b) be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Abacus Life, Inc.), Registration Rights Agreement (East Resources Acquisition Co)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Xxxxx-Xxxx Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Xxxxx-Xxxx Holder to be named as an “underwriter,” the InsiderXxxxx-Xxxx Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Xxxxx-Xxxx Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Xxxxx-Xxxx Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementXxxxx-Xxxx Holder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Xxxxx-Xxxx Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Xxxxx-Xxxx Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersXxxxx-Xxxx Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (PAE Inc), Registration Rights Agreement (PAE Inc)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a BowX Investor, Anchor Investor or Windmill Investor to be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a BowX Investor, Anchor Investor or Windmill Investor to be named as an “underwriter,” the InsiderBowX Investor, Anchor Investor or Windmill Investor) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the BowX Investors, Anchor Investors or Windmill Investors is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the Holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider BowX Investor, Anchor Investor or Windmill Investor as an “underwriter” in such Registration Statement without the prior written consent of such Insider andBowX Investor, if the Commission requires such Insider to be named Anchor Investor or Windmill Investor, as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statementapplicable. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall (A) first be applied to Holders other than the Insiders BowX Investors, Anchor Investors or Windmill Investors with securities registered for resale under the applicable Registration Statement, (B) second be applied to the Anchor Investors with securities registered for resale under the applicable Registration Statement and (C) thereafter allocated between the Insiders BowX Investors and Windmill Investors on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersBowX Investors, Anchor Investors or Windmill Investors. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Underwritten Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof2.3. In the case of a Form S-1 Registration Statement filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form S-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the BowX Investors, Anchor Investors or Windmill Investors be named as an “underwriter” therein, the Company shall use commercially reasonable efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable Form S-1 Registration Statement and have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (WeWork Inc.), Registration Rights Agreement (BowX Acquisition Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (a) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolder) and the Company will (b) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed SharesSecurities”) and/or or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any Subject to the Company’s obligations under the Subscription Agreements, any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares and in no event shall Securities pursuant to Section 2.1(b). In the filing case of a Form F-1 Shelf filed to register the resale of Removed Securities, upon such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time date as the Company has registered becomes eligible to register all of the Removed Shares Securities for resale on a Form F-3 Shelf pursuant to Rule 415 under the Securities Act on Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an effective Registration Statement“underwriter” therein, the Company shall not use its reasonable best efforts to file a Form F-3 Shelf as promptly as practicable to replace the applicable Form F-1 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be able supplemented and amended to defer the filing of a extent necessary to ensure that such Registration Statement pursuant is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to Section 3.4 hereofbe Registrable Securities.
Appears in 2 contracts
Samples: Business Combination Agreement (Gores Guggenheim, Inc.), Registration Rights Agreement (Gores Guggenheim, Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidanceguidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the Holders of a majority in-interest of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense, provided such cost is in line with market practice) to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that that, notwithstanding anything to the contrary in this Agreement, the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 F-1 or subsequent Registration Statement on Form S-3 F-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Rigel Resource Acquisition Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidanceguidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense) to review and oversee any registration or matters pursuant to this Section 2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.5, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.5, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.5 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.5, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Gores-Luminar Holder to be named as an “underwriter,” the Company shall (a) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Gores-Luminar Holder to be named as an “underwriter,” the InsiderGores-Luminar Holders) and the Company will (b) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Gores-Luminar Holders is an “underwriter.” The Holders shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Gores-Luminar Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementGores-Luminar Holder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Gores-Luminar Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Gores-Luminar Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersGores-Luminar Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof2.4.
Appears in 1 contract
Samples: Registration Rights Agreement (Luminar Technologies, Inc./De)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II, is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five three (53) days Business Days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 1 contract
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Sponsor Investor or WaveTech Investor to be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable Securities thereof and (or in the case of the Commission requiring an Insider to be named as an “underwriter,” the Insiderii) and the Company will use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Sponsor Investors or WaveTech Investors is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the Holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Sponsor Investor or WaveTech Investor as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementSponsor Investor or WaveTech Investor. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Sponsor Investors or WaveTech Investors with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Sponsor Investors or WaveTech Investors on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersSponsor Investors or WaveTech Investors. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof. In the case of a Form S-1 Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form S-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Sponsor Investors or WaveTech Investors be named as an “underwriter” therein, the Company shall use its best efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable Form S-1 Shelf and have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Welsbach Technology Metals Acquisition Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Gores-Matterport Holder to be named as an “underwriter,” the Company shall promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Gores-Matterport Holder to be named as an “underwriter,” the InsiderGores-Matterport Holders) and the Company will (b) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Gores-Matterport Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Gores-Matterport Holder and, if the Commission requires such Insider Gores-Matterport Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Gores-Matterport Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Gores-Matterport Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Gores-Matterport Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersGores-Matterport Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Matterport, Inc./De)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 Shelf filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the Insidersuch Holder) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Holder and, if the Commission requires such Insider Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.06, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.06 shall first be applied to Holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.06, the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.01(b) hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 Shelf filed pursuant to the terms of Section 2.01(b) be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (ECP Environmental Growth Opportunities Corp.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense) to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Bridger Aerospace Group Holdings, Inc.)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 Shelf filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the Insidersuch Holder) and the Company will use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Holder and, if the Commission requires such Insider Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.06, the Company shall give the applicable Holders at least five (5) days days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.06 shall first be applied to Holders other than the Insiders Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.06, the Company shall promptly register the resale of any Removed Shares and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.01(b) hereof.
Appears in 1 contract
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Xxxxx-Xxxxxx Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Xxxxx-Xxxxxx Holder to be named as an “underwriter,” the InsiderXxxxx-Xxxxxx Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Xxxxx-Xxxxxx Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Xxxxx-Xxxxxx Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementXxxxx-Xxxxxx Holder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Xxxxx-Xxxxxx Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Xxxxx-Xxxxxx Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersXxxxx-Xxxxxx Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Sonder Holdings, Inc.)
Rule 415; Removal. If at any time the Commission SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission SEC for the registration of all of the Registrable Securities in accordance with the Commission SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission SEC requiring an Insider a Holder to be named as an “underwriter,” the Insiderapplicable Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the applicable Holders is an “underwriter.” The Existing Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actheld by the Existing Holders, and the New Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities held by the New Holders, and subject to such Registration Statement, each such legal counsel shall have the review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the applicable set of Holders’ counsel reasonably objects. In the event that that, despite the Commission Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the SEC refuses to alter its position, the Company shall shall, at the applicable Holder(s)’ option, (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission SEC may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree only be required to name any Insider as an “underwriter” include such Xxxxxx’s Registrable Securities in such the Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider Holder agrees to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the applicable Holders (who, for the avoidance of doubt, shall solely consist of those Holders the SEC is requiring to be named as an “underwriter”) pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders applicable Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch applicable Holders. In the event of a share removal of the some or all Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Gores-SFS Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Gores-SFS Holder to be named as an “underwriter,” the InsiderGores-SFS Holder) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Gores-SFS Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Gores-New Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementGores-New Holder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders Gores-SFS Holders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Gores-SFS Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersGores-SFS Holders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof. In the case of a Form S-1 Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Form S-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Gores-SFS Holders be named as an “underwriter” therein, the Company shall use its best efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable Form S-1 Shelf and have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (UWM Holdings Corp)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Fortress Value Acquisition Corp. II)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actsubject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (MP Materials Corp. / DE)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidanceguidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (ii) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the Holders is an “underwriter.” The Holders whose Registrable Securities Actare subject to such position of the Commission shall have the right to select one (1) legal counsel designated by the holders of a majority of the Registrable Securities subject to such position of the Commission (at the Company’s sole cost and expense) to review and oversee any registration or matters pursuant to this Section 2.5, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission regarding the Holders with respect to this matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.5, the Commission refuses to alter its position, the Company shall (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration StatementHolder. In the event of a share removal pursuant to this Section 2.42.5, the Company shall give the applicable Holders at least five (5) days [●] days’ prior written notice along with the calculations as to such HolderHxxxxx’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.5 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders Holders on a pro rata Pro Rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.5, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 or Form F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission requiring an Insider a Holder to be named as an “underwriter,” the InsiderHolders) and the Company will (b) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree to name any Insider Holder as an “underwriter” in such Registration Statement without the prior written consent of such Insider Holder and, if the Commission requires such Insider Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.5, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the Holders pursuant to this Section 2.4 2.5 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders on a pro rata basis based on the aggregate amount of Registrable Securities held by the InsidersHolders. In the event of a share removal of the Holders pursuant to this Section 2.42.5, the Company shall promptly register the resale of any Removed Shares and in no event shall pursuant to subsection 2.1.2 hereof. In the filing case of a Long-Form Shelf filed to register the resale of Removed Shares, upon such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed be counted as a Demand Registration hereunder. Until such time date as the Company has registered becomes eligible to register all of the Removed Shares for resale on a Short-Form Shelf pursuant to Rule 415 under the Securities Act on Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an effective Registration Statement“underwriter” therein, the Company shall not use its reasonable best efforts to file a Short-Form Shelf as promptly as practicable to replace the applicable Long-Form Shelf and have the Short-Form Shelf declared effective as promptly as practicable and to cause such Short-Form Shelf to remain effective, and to be able supplemented and amended to defer the filing of a extent necessary to ensure that such Registration Statement pursuant is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to Section 3.4 hereofbe Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Metals Acquisition LTD)
Rule 415; Removal. If at any time the Commission SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission SEC for the registration of all of the Registrable Securities in accordance with the Commission SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires any Insider a Holder to be named as an “underwriter,” the Company shall (i) promptly notify each Holder holder of Registrable Securities thereof (or in the case of the Commission SEC requiring an Insider a Holder to be named as an “underwriter,” the Insiderapplicable Holders) and the Company will (ii) use commercially reasonable best efforts to persuade the Commission SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under and that none of the applicable Holders is an “underwriter.” The Existing Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities Actheld by the Existing Holders, and the New Holders shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities held by the New Holders, and subject to such Registration Statement, each such legal counsel shall have the review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the applicable set of Holders’ counsel reasonably objects. In the event that that, despite the Commission Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the SEC refuses to alter its position, the Company shall shall, at the applicable Holder(s)’ option, (ai) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (bii) agree to such restrictions and limitations on the registration and resale of such portion of the Registrable Securities as the Commission SEC may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act415; provided, however, that the Company shall not agree only be required to name any Insider as an “underwriter” include such Holder’s Registrable Securities in such the Registration Statement without the prior written consent of such Insider and, if the Commission requires such Insider Holder agrees to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Insider in such Registration Statement. In the event of a share removal pursuant to this Section 2.42.6, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of any the applicable Holders (who, for the avoidance of doubt, shall solely consist of those Holders the SEC is requiring to be named as an “underwriter”) pursuant to this Section 2.4 2.6 shall first be applied to Holders other than the Insiders with securities registered for resale under the applicable Registration Statement and thereafter allocated between the Insiders applicable Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Insiderssuch applicable Holders. In the event of a share removal of the some or all Holders pursuant to this Section 2.42.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant to Rule 415 under the Securities Act on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant to Section 3.4 2.4 hereof.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
