Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities that PubCo desires to sell, taken together with (x) the Common Shares or other Equity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under this Agreement and (y) the Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 3.2, exceeds the Maximum Number of Securities, then: (i) If the Registration is initiated and undertaken for PubCo’s account, PubCo shall include in any such Registration: (A) first, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration: (A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities; (B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or (iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration: (A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 5 contracts
Sources: Investor Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo or advise NewCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of NewCo that PubCo NewCo desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of NewCo, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of NewCo, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of NewCo, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCoNewCo’s account, PubCo NewCo shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares or other Equity Securities equity securities of NewCo that PubCo NewCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Common Shares or other equity securities of Holders that are not Special Holders NewCo, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on the respective number written contractual piggyback registration rights of Registrable Securities that each such Holder has requested be included in such Registration)other shareholders of NewCo, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then NewCo shall include in any such Registration or Underwritten Offering (A) first, Common Shares or other equity securities of NewCo, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.2.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Common Shares or other equity securities of Holders NewCo that are not Special Holders or Founder Holders exercising their rights NewCo desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number equity securities of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, NewCo for the account of other Persons (other than those specified in clause (A)) that PubCo NewCo is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 5 contracts
Sources: Registration Rights Agreement (Allego N.V.), Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Athena Pubco B.V.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration or Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Registrable Securities Company, if any, of Special Holderssuch requesting persons or entities, including NB on behalf of itself, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 5 contracts
Sources: Registration Rights Agreement (Axioma Ventures, LLC), Registration Rights Agreement (Hyliion Holdings Corp.), Registration Rights Agreement (Tortoise Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Class A Ordinary Shares or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Ordinary Shares or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Class A Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.2.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Ordinary Shares or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Class A Ordinary Shares or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 5 contracts
Sources: Registration Rights Agreement (Rice Acquisition Corp 3), Registration Rights Agreement (Rice Acquisition Corp 3), Registration Rights Agreement (Rice Acquisition Corp. II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in a Registration or an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Class A Shares or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Shares or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which inclusion in the Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Class A Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights of other stockholders of PubCosubsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Shares or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Class A Shares or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 4 contracts
Sources: Registration Rights Agreement (Queen's Gambit Holdings LLC), Registration Rights Agreement (Kandil Mostafa), Registration Rights Agreement (Pivotal Holdings Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof, and (yc) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A1) first, the shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A1), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)or Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration or Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or Underwritten Offering (A1) first, the Registrable Securities shares of Special HoldersCommon Stock or other equity securities of the Company, including NB on behalf if any, of itselfsuch requesting persons or entities, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the Common Shares or other Equity extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that PubCo desires each Holder has requested be included in such Registration or Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to sellbe included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
; (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders Common Stock or other equity securities of the Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1), (B2) and (C3), the shares of Common Shares Stock or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 4 contracts
Sources: Registration Rights Agreement (Live Oak Crestview Climate Acquisition Corp.), Registration Rights Agreement (Live Oak Crestview Climate Acquisition Corp.), Registration Rights Agreement (Activate Permanent Capital Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Shares or other Equity Securities Stock that PubCo the Company desires to sell, taken together with (xa) the Common Shares or other Equity SecuritiesStock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yb) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof, and (c) the Common Stock, if any, as to Section 3.2which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration (Ai) first, the Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (Cii), the Common Shares or other Equity SecuritiesStock, if any, as to which Registration has been requested pursuant to written contractual piggyback piggy-back registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration (Ai) first, the Registrable Securities Common Stock or other equity securities, if any, of Special Holderssuch requesting persons or entities, including NB on behalf of itself, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the Common Shares or other Equity extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata based on the number of Registrable Securities that PubCo desires each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to sellbe included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Shares Stock or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 3 contracts
Sources: Registration Rights Agreement (L&L Acquisition Corp.), Registration Rights Agreement (L&L Acquisition Corp.), Registration Rights Agreement (L&L Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of stockholders of the Company other than the Holders of Registrable Securities, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or a registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or a registered offering (Ai) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration or a registered offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or a registered offering (Ai) first, the Registrable Securities shares of Special HoldersCommon Stock or other equity securities, including NB on behalf if any, of itselfsuch requesting persons or entities, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the shares of Common Shares Stock or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 3 contracts
Sources: Registration Rights Agreement (Semnur Pharmaceuticals, Inc.), Merger Agreement (Scilex Holding Co), Merger Agreement (Scilex Holding Co)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to Section 2.2 hereof, and (yiii) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which registration Registration or a registered offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 3 contracts
Sources: Registration Rights Agreement (OmniLit Acquisition Corp.), Registration Rights Agreement (OmniLit Acquisition Corp.), Registration Rights Agreement (OmniLit Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof, and (yc) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A1) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A1), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)or Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration or Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or Underwritten Offering (A1) first, the Registrable Securities shares of Special HoldersCommon Stock or other equity securities of the Company, including NB on behalf if any, of itselfsuch requesting persons or entities, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the Common Shares or other Equity extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that PubCo desires each Holder has requested be included in such Registration or Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to sellbe included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
; (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders Common Stock or other equity securities of the Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1), (B2) and (C3), the shares of Common Shares Stock or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister for resale pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 3 contracts
Sources: Registration Rights Agreement (Banner Acquisition Corp.), Registration Rights Agreement (Banner Acquisition Corp.), Registration Rights Agreement (Banner Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yc) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(i) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other stockholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Dii) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Company, if any, of such requesting persons or entities and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, pro rata based on the respective number of Registrable Securities, Common Stock or other equity securities that each requesting persons, entities and Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities, Common Stock or other equity securities that such persons, entities and Holders have requested be included in such Underwritten Offering; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights equity securities of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If Company that the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) ), and (B), Common Stock or other equity securities of the Registrable Securities Company for the account of Holders other persons or entities that are not Special Holders or Founder Holders exercising their rights the Company is obligated to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each separate written contractual arrangements with such Holder has requested be included in such Registration)persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (EVgo Inc), Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof, and (yc) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which registration inclusion in the Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Underwritten Offering (A1) first, the shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A1), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities requesting a Piggyback Registration pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Underwritten Offering (A1) first, the Registrable Securities shares of Special Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
; (B2) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (1), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to sellsubsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the Registrable Securities shares of Holders Common Stock or other equity securities of the Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1), (B2) and (C3), the shares of Common Shares Stock or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Navitas Semiconductor Corp), Business Combination Agreement (Live Oak Acquisition Corp II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration or Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Registrable Securities Company, if any, of Special Holderssuch requesting persons or entities, including NB on behalf of itself, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Solid Power, Inc.), Business Combination Agreement (Decarbonization Plus Acquisition Corp III)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to subsection 2.2.1 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Class A Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;; or
(iib) If the Registration or Underwritten Offering is initiated and undertaken for pursuant to a request by Persons other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, Class A Common Stock or other equity securities of the Registrable Securities Company, if any, of Special Holderssuch requesting Persons, including NB on behalf of itself, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Common Stock or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Common Shares Stock or other Equity Securities that PubCo desires to sell, which can be sold without exceeding equity securities of the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, Company for the account of other Persons (other than those specified in clause (A)) that PubCo the Company is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Sunlight Financial Holdings Inc.), Investor Rights Agreement (Spartan Acquisition Corp. II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Shares Stock or other Equity Securities equity securities that PubCo desires the Company or the Demanding Holders desire to sell, taken together with (xi) the shares of Class A Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to this Agreement Section 2.2 and (yiii) the shares of Class A Common Shares Stock or other Equity Securitiesequity securities, if any, as to which registration Registration or a registered offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Class A Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a request by Persons other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Class A Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of such Persons other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (Intuitive Machines, Inc.), Business Combination Agreement (Inflection Point Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Ordinary Shares or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.1.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.1.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Tritium DCFC LTD), Business Combination Agreement (Decarbonization Plus Acquisition Corp II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Memberssuch Underwritten Offering), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (North Mountain Merger Corp.), Merger Agreement (North Mountain Merger Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo Underwritten Offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by H▇▇▇▇▇(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fusemachines Inc.), Registration Rights Agreement (Airship AI Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities Company Stock that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity SecuritiesCompany Stock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.3 hereof, and (iii) the Company Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration (A) first, the Common Shares Company Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.3.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity SecuritiesCompany Stock, if any, as to which Registration has been requested or demanded pursuant to written contractual piggyback piggy-back registration rights of other stockholders of PubCothe Company, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration (A) first, the Registrable Securities Company Stock or other equity securities, if any, of Special Holderssuch requesting persons or entities, including NB on behalf of itself, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.3.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders Company Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Company Stock or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Bridger Aerospace Group Holdings, Inc.), Registration Rights Agreement (MP Materials Corp. / DE)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo Acquiror and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Acquiror Shares or other Equity Securities equity securities that PubCo Acquiror desires to sell, taken together with (x) the Common Acquiror Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (y) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.8 hereof, and (z) the Acquiror Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of Acquiror, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or registered offering is initiated and undertaken for PubCoAcquiror’s account, PubCo Acquiror shall include in any such RegistrationRegistration or registered offering:
(Ai) first, the Common Acquiror Shares or other Equity Securities equity securities that PubCo Acquiror desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities subsection 2.8.1 that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities (to be allocated Pro Rata among such Holders if the Registrable Securities desired to be sold by such Holders in the aggregate, when combined with those desired to be sold by Acquiror, would exceed the Maximum Number of Securities;); and
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders Acquiror Shares or Founder Holders exercising their rights other equity securities, if any, as to register their Registrable Securities which Registration or a registered offering has been requested pursuant to Section 3.2(a) (pro rata based on the respective number written contractual piggy-back registration rights of Registrable Securities that each such Holder has requested be included in such Registration)other shareholders of Acquiror, which can be sold without exceeding the Maximum Number of Securities; and
(Db) fourthIf the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses then Acquiror shall include in any such Registration or registered offering:
(A), (Bi) and (C)first, the Common Acquiror Shares or other Equity Securitiesequity securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of such demanding persons or entities, other stockholders than the Holders of PubCoRegistrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(ii) If second, to the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities extent that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
Securities has not been reached under the foregoing clause (B) secondi), the Common Acquiror Shares or other Equity Securities equity securities that PubCo Acquiror desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)subsection 2.8.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Acquiror Shares or other Equity Securities equity securities for the account of other persons or entities that PubCo desires Acquiror is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and.
(Ec) fifth, to If the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected 2.4, then Acquiror shall include in accordance with the applicable plan of distribution any such Registration or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders registered offering securities pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCo’s the Company's account, PubCo the Company shall include in any such Registration:Registration or registered offering
(A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the Registrable Securities shares of Special HoldersCommon Stock or other equity securities, including NB on behalf if any, of itselfsuch requesting persons or entities, and with respect to any Registrable Securities held by other than the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Business Combination Agreement (Therapeutics Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof, and (yc) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Common Stock or other equity securities of Holders that are not Special Holders the Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of other stockholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, the Common Stock or other equity securities of the Company, if any, of such requesting persons or entities and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata based on the respective number of Registrable Securities, Common Stock or other equity securities that each requesting persons, entities and Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities, Common Stock or other equity securities that such persons, entities and Holders have requested be included in such Underwritten Offering; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares Stock or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights equity securities of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If Company that the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Registrable Securities Company for the account of Holders other persons or entities that are not Special Holders or Founder Holders exercising their rights the Company is obligated to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each separate written contractual arrangements with such Holder has requested be included in such Registration)persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (DTRT Health Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.3 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.3.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.3.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution 2.1 or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.2 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e)2.1.5 or Section 2.2.5, instead of this Section 3.2(b)as applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Wheels Up Experience Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo advise(s) the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares ordinary shares or other Equity Securities equity securities that PubCo desires the Company or the Demanding Holders desire to sell, taken together with (xi) the Common Shares number of ordinary shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to Section 2.2.1 and (yiii) the Common Shares number of ordinary shares or other Equity Securitiesequity securities, if any, as to which registration Registration or a registered offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the Common Shares number of ordinary shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares ordinary shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the number of ordinary shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities ordinary shares or other equity securities that each such Holder has requested be included in such Registration)the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares number of ordinary shares or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of such persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by H▇▇▇▇▇(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5 hereof.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo NewCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of NewCo that PubCo NewCo desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of NewCo, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of NewCo, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of NewCo, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCoNewCo’s account, PubCo NewCo shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Ordinary Shares or other Equity Securities equity securities of NewCo that PubCo NewCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Ordinary Shares or other equity securities of Holders that are not Special Holders NewCo, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on the respective number written contractual piggyback registration rights of Registrable Securities that each such Holder has requested be included in such Registration)other shareholders of NewCo, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then NewCo shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares or other equity securities of NewCo, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.2.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Ordinary Shares or other equity securities of Holders NewCo that are not Special Holders or Founder Holders exercising their rights NewCo desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securities equity securities of NewCo for the account of other persons or entities that PubCo desires NewCo is obligated to sellregister pursuant to separate written contractual piggyback registration rights with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Business Combination Agreement (First Reserve Sustainable Growth Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Ordinary Shares or other Equity Securities that PubCo the Company desires to sell, taken together with (x) the Common Shares or other Equity SecuritiesOrdinary Shares, if any, as to which a Registration or a registered offering has been demanded requested pursuant to separate written contractual arrangements with Persons registration rights held by any other than the Holders under this Agreement and (y) the Common Shares or other Equity Securities, if any, as shareholders who desire to which registration has been requested pursuant to Section 3.2sell, exceeds the Maximum Number of Securities, then:
(ia) If the Registration registration is initiated and undertaken for PubCothe Company’s account, PubCo shall include in any such Registration:
: (Ai) first, the Common Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders, including NB on behalf the Holders of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Special Holder and Founder Holder has securities requested by such holders to be included in such Registration for itself orregistration, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which that can be sold without exceeding the Maximum Number of Securities;
; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securities, if any, as equity securities for the account of other Persons that the Company is obligated to which Registration has been requested register pursuant to separate written contractual piggyback registration rights of other stockholders of PubCo, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration registration is initiated and a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Ordinary Shares or other securities for the account of a Special Holder, PubCo shall include in the Demanding Holders and the Seller Securities for the account of any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their Persons who have exercised demand registration rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Special Holder and Founder Holder has securities requested by such holders to be included in such Registration for itself orregistration, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which that can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the Common extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other Equity Securities securities that PubCo the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each securities requested by such Holder has requested holders to be included in such Registration)registration, which that can be sold without exceeding the Maximum Number of Securities; and
and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Ordinary Shares or other Equity Securities, if any, as equity securities for the account of other Persons that the Company is obligated to which Registration has been requested register pursuant to separate written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by arrangements with such Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which that can be sold without exceeding the Maximum Number of Securities;
(Bc) If the registration is a “demand” registration undertaken at the demand of holders of Seller Securities under the Seller Registration Rights Agreement: (i) first, the Seller Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Seller Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders and Founder Holders exercising their rights Ordinary Shares or other securities that the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities sell that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each securities requested by such Holder has requested holders to be included in such Registration)registration, which that can be sold without exceeding the Maximum Number of Securities;
; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Ordinary Shares or other Equity Securities equity securities for the account of other Persons that PubCo desires the Company is obligated to sell, which register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(Ed) fifthIf the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Seller Securities exercising demand registration rights under the Seller Registration Rights Agreement: (i) first, the Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (B), (Cii) and (Diii), the Common Ordinary Shares or other Equity Securities, if any, equity securities for the account of other Persons that PubCo the Company is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Company securities that are convertible into Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Company securities on an as-converted basis. Notwithstanding anything to the contrary in this above, to the extent that the registration of a Holder’s Registrable Securities would prevent the Company or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering. “
(f) Section 3.2(b), 2.2.3 of the Registration Rights Agreement is hereby amended and restated in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).entirety as follows:
Appears in 1 contract
Sources: Registration Rights Agreement (Finnovate Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof, and (yiii) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which registration inclusion in the Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Underwritten Offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities requesting a Piggyback Registration pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or2.2.1, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders Common Stock or Founder Holders exercising their rights other equity securities of the Company, if any, as to register their Registrable Securities which inclusion in the Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of other stockholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; and
(Db) fourthIf the Underwritten Offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the Company, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registrable Securities of Holders requesting a Piggyback Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCoSection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities of the Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity Securities that PubCo desires to sell, which can be sold without exceeding equity securities of the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, Company for the account of other Persons that PubCo the Company is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo Pubco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Ordinary Shares or other Equity Securities equity securities of Pubco that PubCo Pubco desires to sell, taken together with (xa) the Common Ordinary Shares or other Equity Securitiesequity securities of Pubco, if any, as to which Registration or a registered offering the Underwritten Offering has been demanded pursuant to separate written contractual arrangements piggyback registration rights with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 4.2 of this Agreement and (yc) the Common Shares or other Equity Securitiesshares of equity securities of Pubco, if any, as to which registration inclusion in the Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of Pubco, exceeds the Maximum Number of Securities, then:
(ia) If the Registration Underwritten Offering is initiated and undertaken for PubCoPubco’s account, PubCo Pubco shall include in any such Registration:
Underwritten Offering (A) first, the Common Ordinary Shares or other Equity Securities equity securities of Pubco that PubCo Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities requesting a Piggyback Registration pursuant to Section 3.2(a) (pro rata based on the respective number subsection 4.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securitiesequity securities of Pubco, if any, as to which Registration inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders shareholders of PubCoPubco, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration Underwritten Offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then Pubco shall include in any such Registration:
Underwritten Offering (A) first, the Registrable Securities Ordinary Shares or other equity securities of Special Pubco, if any, of such requesting persons or entities, other than the Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the Common Shares or other Equity extent that the Maximum Number of Securities that PubCo desires has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to sellsubsection 4.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Ordinary Shares or other equity securities of Holders Pubco that are not Special Holders or Founder Holders exercising their rights Pubco desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securities equity securities of Pubco for the account of other persons or entities that PubCo desires Pubco is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; andor
(Ec) fifth, to If the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo Underwritten Offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.24.1 hereof, then Pubco shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)subsection 4.1.7.
Appears in 1 contract
Sources: Investor Rights Agreement (Galata Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities (and the FF Beneficial Investor) participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Rocket Lab USA, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Ordinary Shares or other Equity Securities that PubCo the Company desires to sell, taken together with (x) the Common Shares or other Equity SecuritiesOrdinary Shares, if any, as to which a Registration or a registered offering has been demanded requested pursuant to separate written contractual arrangements with Persons registration rights held by any other than the Holders under this Agreement and (y) the Common Shares or other Equity Securities, if any, as shareholders who desire to which registration has been requested pursuant to Section 3.2sell, exceeds the Maximum Number of Securities, then:
(ia) If the Registration registration is initiated and undertaken for PubCothe Company’s account, PubCo shall include in any such Registration:
: (Ai) first, the Common Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders, including NB on behalf the Holders of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Special Holder and Founder Holder has securities requested by such holders to be included in such Registration for itself orregistration, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which that can be sold without exceeding the Maximum Number of Securities;
; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Ordinary Shares or other Equity Securities, if any, as equity securities for the account of other Persons that the Company is obligated to which Registration has been requested register pursuant to separate written contractual piggyback registration rights of other stockholders of PubCo, which arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration registration is initiated and a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Ordinary Shares or other securities for the account of a Special Holder, PubCo shall include in the Demanding Holders and the Seller Securities for the account of any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their Persons who have exercised demand registration rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each Special Holder and Founder Holder has securities requested by such holders to be included in such Registration for itself orregistration, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which that can be sold without exceeding the Maximum Number of Securities;
; (Bii) second, to the Common extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other Equity Securities securities that PubCo the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each securities requested by such Holder has requested holders to be included in such Registration)registration, which that can be sold without exceeding the Maximum Number of Securities; and
and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Ordinary Shares or other Equity Securities, if any, as equity securities for the account of other Persons that the Company is obligated to which Registration has been requested register pursuant to separate written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by arrangements with such Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which that can be sold without exceeding the Maximum Number of Securities;
(Bc) If the registration is a “demand” registration undertaken at the demand of holders of Seller Securities under the Seller Registration Rights Agreement: (i) first, the Seller Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Seller Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Special Holders and Founder Holders exercising their rights Ordinary Shares or other securities that the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities sell that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights as to register their Registrable Securities which registration has been requested pursuant to this Section 3.2(a) (pro rata 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the respective number of Registrable Securities that each securities requested by such Holder has requested holders to be included in such Registration)registration, which that can be sold without exceeding the Maximum Number of Securities;
; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), the Common Ordinary Shares or other Equity Securities equity securities for the account of other Persons that PubCo desires the Company is obligated to sell, which register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and
(Ed) fifthIf the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Seller Securities exercising demand registration rights under the Seller Registration Rights Agreement: (i) first, the Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (B), (Cii) and (Diii), the Common Ordinary Shares or other Equity Securities, if any, equity securities for the account of other Persons that PubCo the Company is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Company securities that are convertible into Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Company securities on an as-converted basis. Notwithstanding anything to the contrary in this above, to the extent that the registration of a Holder’s Registrable Securities would prevent the Company or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering. ”
(f) Section 3.2(b), 2.2.3 of the Registration Rights Agreement is hereby amended and restated in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).entirety as follows:
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof, and (yc) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Company, if any, of such requesting persons or entities and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata based on the respective number of Registrable Securities, Common Stock or other equity securities that each requesting persons, entities and Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities, Common Stock or other equity securities that such persons, entities and Holders have requested be included in such Underwritten Offering; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights equity securities of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If Company that the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) ), and (B), Common Stock or other equity securities of the Registrable Securities Company for the account of Holders other persons or entities that are not Special Holders or Founder Holders exercising their rights the Company is obligated to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each separate written contractual arrangements with such Holder has requested be included in such Registration)persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Aries I Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Company Class A Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the Common Company Class A Ordinary Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.02(a) hereof, and (iii) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(i) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the Common Company Class A Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.02(a), pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders Company Class A Ordinary Shares or Founder Holders exercising their rights other equity securities, if any, as to register their Registrable Securities which Registration or a registered offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of persons or entities other than the respective number Holders of Registrable Securities that each hereunder;
(ii) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Holder has requested be included in Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities, if any, of such Registration)requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and
(DB) fourthsecond, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (Cthe Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata, based on the Common Shares or other Equity Securities, if any, as respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCobe included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders Company Class A Ordinary Shares or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Company Class A Ordinary Shares or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(Eiii) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.01 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b2.01(d).
Appears in 1 contract
Sources: Registration Rights Agreement (Provident Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Growth for Good Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Company Class A Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the Common Company Class A Ordinary Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.02(a) hereof, and (iii) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(i) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the Common Company Class A Ordinary Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.02(a), pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders Company Class A Ordinary Shares or Founder Holders exercising their rights other equity securities, if any, as to register their Registrable Securities which Registration or a registered offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of persons or entities other than the respective number Holders of Registrable Securities that each hereunder;
(ii) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Holder has requested be included in Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities, if any, of such Registration)requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and
(DB) fourthsecond, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (Cthe Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata, based on the Common Shares or other Equity Securities, if any, as respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCobe included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders Company Class A Ordinary Shares or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Company Class A Ordinary Shares or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(Eiii) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by H▇▇▇▇▇(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.01 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b2.01(d).
Appears in 1 contract
Sources: Registration Rights Agreement (Provident Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common the Pubco Shares or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the Common Pubco Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the Pubco Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the Common Pubco Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders Pubco Shares or Founder Holders exercising their rights other equity securities, if any, as to register their Registrable Securities which Registration or a registered offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of persons or entities other than the respective number Holders of Registrable Securities that each hereunder;
(b) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Holder has requested be included in Registration or registered offering (A) first, the Pubco Shares or other equity securities, if any, of such Registration)requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and
(DB) fourthsecond, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights Section 2.2.1, pro rata, based on the respective number of other stockholders Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of PubCoRegistrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Pubco Shares or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common shares of Pubco Shares or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Alkuri Global Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Class A Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Class A Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Class A Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xa) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 hereof, and (yc) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Class A Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orsubsection 2.2.1 hereof, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities Class A Common Stock or other equity securities of Holders that are not Special Holders the Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of other stockholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, the Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities other than the Holders and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata based on the respective number of Registrable Securities, Class A Common Stock or other equity securities that each requesting persons, entities and Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities, Class A Common Stock or other equity securities that such persons, entities and Holders have requested be included in such Underwritten Offering; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Common Shares Stock or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights equity securities of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If Company that the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) ), and (B), Class A Common Stock or other equity securities of the Registrable Securities Company for the account of Holders other persons or entities that are not Special Holders or Founder Holders exercising their rights the Company is obligated to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each separate written contractual arrangements with such Holder has requested be included in such Registration)persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.1.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Shares or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.1.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Shares or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)
Reduction of Piggyback Registration. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Offering underwritten offering that is to be a Piggyback Registration (other than an Underwritten Shelf TakedownTakedown initiated by the Demanding Holder as reductions of such Underwritten Shelf Takedowns are governed by Section 6(e)), in good faith, advises PubCo the Company and the Holders participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (x) the Common Shares or other Equity Securitiesequity securities, if any, as to which Registration registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under this Agreement and (y) the Common Shares or other Equity Securitiesequity securities, if any, as to which registration has been requested pursuant to Section 3.26(g), exceeds the Maximum Number of Securities, then:
: (i) If if the Registration registration is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
registration: (A) first, the Common Shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (6(g), pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in underwritten offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such underwritten offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders equity securities, if any, as to which registration or Founder Holders exercising their rights to register their Registrable Securities a registered offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggy-back registration rights of other stockholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If if the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares registration or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration registered offering is pursuant to a request by Persons other than the Special HoldersDemanding Holder of Registrable Securities pursuant to Section 6 hereof, then PubCo the Company shall include in any such Registration:
(A) first, the Common Shares registration or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities registered offering securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b6(e).
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities of the Company, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If the Registration or registered offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity Securities equity securities for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to If the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by Holder(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected 2.1 hereof, then the Company shall include in accordance with the applicable plan of distribution any such Registration or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders registered offering securities pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Pine Technology Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities of the Company, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration and Stockholder Rights Agreement (Transfix Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo Pubco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Pubco Ordinary Shares or other Equity Securities equity securities that PubCo Pubco desires to sell, taken together with (xi) the Common Pubco Ordinary Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the Pubco Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCoPubco’s account, PubCo Pubco shall include in any such Registration:
Registration or registered offering (A) first, the Common Pubco Ordinary Shares or other Equity Securities equity securities that PubCo Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Pubco Ordinary Shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then Pubco shall include in any such Registration:
Registration or registered offering (A) first, the Pubco Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders Pubco Ordinary Shares or other equity securities that are not Special Holders or Founder Holders exercising their rights Pubco desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Pubco Ordinary Shares or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then Pubco shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Evo Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo advise(s) the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares ordinary shares or other Equity Securities equity securities that PubCo desires the Company or the Demanding Holders desire to sell, taken together with (xi) the Common Shares number of ordinary shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to Section 2.2.1 and (yiii) the Common Shares number of ordinary shares or other Equity Securitiesequity securities, if any, as to which registration Registration or a registered offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the Common Shares number of ordinary shares or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares ordinary shares or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a request by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the number of ordinary shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities ordinary shares or other equity securities that each such Holder has requested be included in such Registration)the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares number of ordinary shares or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of such persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares Registration or other Equity Securities, if any, for the account of other Persons that PubCo registered offering is obligated to register pursuant to separate written contractual piggyback registration rights a request by ▇▇▇▇▇▇(s) of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5 hereof.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to Section 2.2 hereof, and (yiii) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which registration Registration or a registered offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (Nextdoor Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under this Agreement and of Registrable Securities hereunder, (yii) the Common Shares or other Equity Securities, if any, Registrable Securities as to which registration has been requested pursuant to Section 3.22.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ia) If if the Registration or registered offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares Stock or other Equity Securitiesequity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other stockholders than the Holders of PubCoRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(iib) If if the Registration or registered offering is initiated and undertaken for pursuant to a demand by persons or entities other than the account Holders of a Special HolderRegistrable Securities, PubCo then the Company shall include in any such Registration:
Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities, subject to Section 5.7; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in Underwritten Offering and the case aggregate number of NB, with respect to Registrable Securities held by itself, that the NB Aggregator and the NB Aggregator Subject Members and Holders have requested to be included in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities shares of Holders Common Stock or other equity securities that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities that PubCo desires to sellhereunder, which can be sold without exceeding the Maximum Number of Securities; and
(Ec) fifth, to if the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) Registration or registered offering and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales is pursuant to such Underwritten Shelf Takedown a request by Holder(s) of Registrable Securities pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.22.1 hereof, then the Company shall include in any reduction such Registration or registered offering securities in the number of Registrable Securities to be offered priority set forth in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b)2.1.5.
Appears in 1 contract
Sources: Registration Rights Agreement (SoFi Technologies, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Eligible Piggybacking Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which Registration or a registered offering the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders under this Agreement of Registrable Securities hereunder, (ii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof, and (yiii) the shares of Common Shares Stock or other Equity Securitiesequity securities of the Company, if any, as to which registration inclusion in the Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Underwritten Offering (A) first, the shares of Common Shares Stock or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Priority Holders exercising their rights to register their Registrable Securities requesting a Piggyback Registration pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or2.2.1, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Eligible Piggybacking Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities Priority Holders, requesting a Piggyback Registration pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Shares Stock or other Equity equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and
(b) If the Underwritten Offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the Company, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Priority Holders requesting a Piggyback Registration pursuant to Section 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that PubCo the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Eligible Piggybacking Holders that are not Priority Holders, requesting a Piggyback Registration pursuant to Section 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Shares Stock or other Equity Securities, if any, equity securities of the Company for the account of other Persons that PubCo the Company is obligated to register pursuant to separate written contractual piggyback registration rights of arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Stardust Power Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown)Registration, in good faith, advises PubCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other Equity Securities shares of the equity securities of the Company that PubCo the Company desires to sell, taken together with (xi) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which Registration or a registered offering Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons persons or entities other than the Holders under of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement and (yiii) the Common Shares or other Equity Securitiesshares of equity securities of the Company, if any, as to which registration Registration or Underwritten Offering has been requested pursuant to Section 3.2separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(ia) If the Registration or Underwritten Offering is initiated and undertaken for PubCothe Company’s account, PubCo the Company shall include in any such Registration:
Registration or Underwritten Offering (A) first, the Common Shares or other Equity Securities equity securities of the Company that PubCo the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number subsection 2.2.1 of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself orthis Agreement, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members)Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Shares or other equity securities of the Registrable Securities of Holders that are not Special Holders Company, if any, as to which Registration or Founder Holders exercising their rights to register their Registrable Securities Underwritten Offering has been requested pursuant to Section 3.2(a) (pro rata based on written contractual piggyback registration rights of other shareholders of the respective number of Registrable Securities that each such Holder has requested be included in such Registration)Company, which can be sold without exceeding the Maximum Number of Securities; andor
(Db) fourthIf the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (A), (B) and (C), the Common Shares or other Equity Securities, if any, as Registrable Securities of Holders exercising their rights to which Registration has been requested register their Registrable Securities pursuant to written contractual piggyback registration rights subsection 2.2.1 of other stockholders of PubCothis Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(ii) If the Registration is initiated and undertaken for the account of a Special Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Special Holders, including NB on behalf of itself, and with respect to any Registrable Securities held by the NB Aggregator and any NB Aggregator Subject Members, and including ▇▇▇▇ SLP on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members, and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, with respect to Registrable Securities held by itself, the NB Aggregator and the NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator and any ▇▇▇▇ SLP Aggregator Subject Members), which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Shares or other equity securities of the Registrable Securities of Holders Company that are not Special Holders or Founder Holders exercising their rights the Company desires to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration)sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders and Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder and Founder Holder has requested be included in such Registration for itself or, in the case of NB, on behalf of itself, the NB Aggregator or any NB Aggregator Subject Members and in the case of ▇▇▇▇ SLP, on behalf of itself, the ▇▇▇▇ SLP Aggregator or any ▇▇▇▇ SLP Aggregator Subject Members) which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders or Founder Holders exercising their rights to register their Registrable Securities pursuant to Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities equity securities of the Company for the account of other persons or entities that PubCo desires the Company is obligated to sellregister pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Hammerhead Energy Inc.)