Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 17 contracts
Samples: Registration Rights Agreement (Traeger, Inc.), Registration Rights Agreement (TGPX Holdings I LLC), Registration Rights Agreement (MN8 Energy, Inc.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Holder’s execution of the underwriting agreement or the such Holder’s execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 6 contracts
Samples: Registration Rights Agreement (Grove Collaborative Holdings, Inc.), Registration Rights Agreement (CompoSecure, Inc.), Merger Agreement (Roman DBDR Tech Acquisition Corp.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering a registration that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the such registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 4 contracts
Samples: Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder the Holders shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has the Holders have requested be included, such Holder the Holders may elect to withdraw such Holder’s its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder the Holders shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 4 contracts
Samples: Registration Rights Agreement (Alliance Data Systems Corp), Registration Rights Agreement (Loyalty Ventures Inc.), Registration Rights Agreement (Victoria's Secret & Co.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable andirrevocable, and after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 3 contracts
Samples: Registration Rights Agreement (Molekule Group, Inc.), Registration Rights Agreement (AeroClean Technologies, Inc.), Registration Rights Agreement (AeroClean Technologies, LLC)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.33.3, any Holder the Stockholder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder the Stockholder has requested be included, such Holder the Stockholder may elect to withdraw such Holder’s its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder the Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 2 contracts
Samples: Stockholders' Agreement (INC Research Holdings, Inc.), Stockholders’ Agreement (INC Research Holdings, Inc.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in such underwritten offering or the registration to which such underwritten offering relates or may reduce the number of Registrable Securities requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the any custody agreement with respect to such registration or offering and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in such underwritten offering or the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s 's request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Holder's execution of the underwriting agreement or the such Holder's execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract
Samples: Registration Rights Agreement (International Money Express, Inc.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.32.03, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Holder’s execution of the underwriting agreement or the such Holder’s execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract
Samples: Registration Rights Agreement (Isos Acquisition Corp.)
Sale Number. If, as a result of the proration provisions set forth in clauses (a(a), (b(b) or (c(c) of this Section Section 2.3, any Holder the Holders shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has the Holders have requested be included, such Holder the Holders may elect to withdraw such Holder’s its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder the Holders shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract
Samples: Registration Rights Agreement (Loyalty Ventures Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering a registration that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the such registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract