Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor Holder or an Embark Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for the Sponsor Holders, collectively, and (ii) twice per calendar year for the Embark Holders, collectively.
Appears in 3 contracts
Sources: Registration Rights Agreement (Embark Technology, Inc.), Registration Rights Agreement (Northern Genesis Acquisition Corp. II), Merger Agreement (Northern Genesis Acquisition Corp. II)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, a Sponsor Holder Forward Purchaser or an Embark OfferPad Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for each of the Sponsor Sponsor, the Forward Purchasers and the OfferPad Holders, collectively, and (ii) twice per calendar year for the Embark Holders, collectively.
Appears in 3 contracts
Sources: Registration Rights Agreement (Offerpad Solutions Inc.), Registration Rights Agreement (Offerpad Solutions Inc.), Registration Rights Agreement (Supernova Partners Acquisition Company, Inc.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the GAMC Majority Holders or a Sponsor Holder or an Embark Bolt Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for year, once at the Sponsor request of the GAMC Majority Holders, on the one hand, and once at the request of the Bolt Holders, collectively, and (ii) twice per calendar year for on the Embark Holders, collectivelyother.
Appears in 3 contracts
Sources: Registration Rights Agreement (Bolt Projects Holdings, Inc.), Registration Rights Agreement (Golden Arrow Merger Corp.), Business Combination Agreement (Golden Arrow Merger Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor SPAC Holder or an Embark Above Food Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered (i) twice per calendar year for each of the Sponsor HoldersSponsor, collectively, the other SPAC Holders (as a group) and the Above Food Holders (ii) twice per calendar year for the Embark Holders, collectivelyas a group).
Appears in 2 contracts
Sources: Registration Rights Agreement (Above Food Ingredients Inc.), Business Combination Agreement (Bite Acquisition Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor Holder Holder, a Corcentric Holder, or an Embark a Director Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for each of the Sponsor Holders, collectively, the Corcentric Holders and (ii) twice per calendar year for the Embark Holders, collectivelyDirector Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (North Mountain Merger Corp.), Merger Agreement (North Mountain Merger Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor an IPVF Holder or an Embark Aspiration Partners Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for each of the Sponsor Holders(i) IPVF Holders (other than EarlyBird), collectively, and (ii) twice per calendar year for EarlyBird or (iii) the Embark Aspiration Partners Holders, collectively.
Appears in 2 contracts
Sources: Registration Rights Agreement (InterPrivate III Financial Partners Inc.), Registration Rights Agreement (InterPrivate III Financial Partners Inc.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor SPAC Holder or an Embark Holdera ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered (i) twice by a Subsequent Shelf Registration Statement once per calendar year for each of the Sponsor Holders, collectively, SPAC Holders (as a group) and the Heramba Holders (ii) twice per calendar year for the Embark Holders, collectivelyas a group).
Appears in 2 contracts
Sources: Registration Rights Agreement (Heramba Electric PLC), Business Combination Agreement (Project Energy Reimagined Acquisition Corp.)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor SPAC Holder or an Embark a Filament Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered (i) twice per calendar year for each of the Sponsor HoldersSponsor, collectively, the other SPAC Holders (as a group) and the Filament Holders (ii) twice per calendar year for the Embark Holders, collectivelyas a group).
Appears in 1 contract
Sources: Business Combination Agreement (Jupiter Acquisition Corp)
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor Holder the CND Majority Holders or an Embark Holderany E▇▇▇▇▇.▇▇▇ Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered (i) twice per calendar year for year, once at the Sponsor request of the CND Majority Holders, collectively, on the one hand, and (ii) twice per calendar year for once at the Embark request of the E▇▇▇▇▇.▇▇▇ Holders, collectively, on the other.
Appears in 1 contract
Sources: Registration Rights Agreement (Concord Acquisition Corp II)