Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration 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: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registered, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (OpSec Holdings), Registration Rights Agreement (Investcorp Europe Acquisition Corp I), Registration Rights Agreement (Investcorp Europe Acquisition Corp I)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (SpringBig Holdings, Inc.), Registration Rights Agreement (Wm Technology, Inc.), Registration Rights Agreement (Silver Spike Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredincluded in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (Gores Holdings X, Inc. / CI), Registration Rights Agreement (Gores Holdings X, Inc. / CI), Registration Rights Agreement (Gores Holdings X, Inc. / CI)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its or their opinion, the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof2.2.1, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sellsell for its own account, 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 shares of Holders exercising their rights Common Stock as to register their Registrable Securities which registration has been demanded pursuant to subsection 2.2.1 hereof, pro rata based on a separate written contractual arrangement with persons other than the respective number Holders of Registrable Securities that such Holder has so requested to be registeredSecurities, 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 Class A Ordinary SharesRegistrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof, pro rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares or Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares Common Stock or other equity securities, if any, of such requesting persons or entitiespersons, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationUnderwritten Offering, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiespersons, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (InterPrivate III Financial Partners Inc.), Registration Rights Agreement (InterPrivate III Financial Partners Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registered, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities Ordinary Shares or other equity securities that the Holders have requested Company desires to be included in such Registrationsell, 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 Class A Ordinary Shares or other equity securities Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that the Company desires each Holder has so requested to sellbe registered, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (CF Corp), Registration Rights Agreement (CF Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock , if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder and (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.1 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of SecuritiesSecurities (as defined below), then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum number of such securities, 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 the Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.1.1 hereof, allocated, in the case of this clause (B), pro rata based among such Holders on the respective basis of the number of Registrable Securities that initially proposed to be included by each such Holder has so requested in such offering, up to be registeredthe number of Registrable Securities, if any, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Companypersons, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesHolders, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, shares of Common Stock of such requesting persons or entities, other than the Holders of Registrable SecuritiesHolders, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.1.1, allocated, in the case of this clause (B), pro rata based among such Holders on the basis of the number of Registrable Securities that each Holder has requested initially proposed to be included by each such Holder in such Registration and offering, up to the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationSecurities, if any, 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 Class A Ordinary Shares or other equity securities shares of Common Stock that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities shares of Common Stock for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Hinkle Jeffrey S.), Registration Rights Agreement (GWG Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s 's account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (CF Acquisition Corp. V), Registration Rights Agreement (Cf Acquisition Corp. Iv)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Blockchain Moon Acquisition Corp.), Registration Rights Agreement (Blockchain Moon Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be registeredincluded in such Underwritten Registration, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (TLG Acquisition One Corp.), Registration Rights Agreement (TLG Acquisition One Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.3 hereof, and (iii) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the CompanyCompany (pro rata based on the respective number of shares of Common Stock that each such stockholder holds), which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Hyperfine, Inc.), Registration Rights Agreement (Hyperfine, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate 101081942_3 written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, hereof (pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredincluded in such Registration), 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Argus Capital Corp.), Registration Rights Agreement (Argus Capital Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.2(a) hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 Section 2.2(a) hereof, pro rata based on the respective number of Registrable Securities that such each Holder has so requested to be registeredincluded in such Piggyback Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Piggyback Registration, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(bii) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), pro rata based on the number of Registrable Securities that each Holder has requested be included in such Piggyback Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Piggyback Registration, 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 Class A Ordinary Shares number of shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares number of shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Subscription Agreement (Bellevue Life Sciences Acquisition Corp.), Subscription Agreement (Bellevue Life Sciences Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock or other Equity Securities that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock 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 or entities Persons other than the Holders of Registrable Securities hereunder and (ii) the Registrable Securities shares of Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company3.2, exceeds the Maximum Number of Securities, then:
(ai) If the Registration is initiated and undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities Equity Securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Section 3.2(a) (pro rata based on the respective number of Registrable Securities that such each Holder has so requested to be registeredincluded in such Registration), 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 Class A Ordinary Sharesshares of Common Stock or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggy-back piggyback registration rights of other shareholders stockholders of the CompanyCompany (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;; or
(bii) If the Registration is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesPersons, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Section 3.2(a) (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, ) 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 Class A Ordinary Shares shares of Common Stock or other equity securities Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities Equity Securities, if any, for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with piggyback registration rights of such persons or entitiesPersons (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration), 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 the Company 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(d), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Lottery.com Inc.), Investor Rights Agreement (Trident Acquisitions Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Company Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Company Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Company Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Company Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Company Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(bii) If the Registration 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 (A) first, the Class A Company 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Company Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Kensington Capital Acquisition Corp. V), Registration Rights and Lock Up Agreement (Arrival)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredincluded in such Registration, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (AgileThought, Inc.), Registration Rights Agreement (LIV Capital Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested exercising its rights to be registeredregister its Registrable Securities, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pono Capital Three, Inc.), Registration Rights Agreement (Pono Capital Three, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 subsection 2.1.1 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration Statement (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), (i) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and (ii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of the Company, pro rata, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities and the number of shares of Common Stock for which each other stockholder has requested exercising its right (a Pro-Rata Registration Right), which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities and not a Registration undertaken for the Company’s account, then the Company shall include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, 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), (i) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof2.1.1 and (ii) and (ii) the shares of Common Stock, pro rata based on if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of the respective number of Registrable Securities that such Holder has so requested Company, pursuant to be registereda Pro-Rata Registration, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights shares of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Flewber Global Inc.), Registration Rights Agreement (Flewber Global Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sellsell for its own account, 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 Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata Pro Rata (based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested), 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, pro rata Pro Rata (based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registrationso requested), 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register for resale pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 2 contracts
Sources: Registration and Stockholder Rights Agreement (First Light Acquisition Group, Inc.), Registration and Stockholder Rights Agreement (First Light Acquisition Group, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter Underwriter, or Underwriters Underwriters, in an Underwritten Registration that is to be a Piggyback Registration, in good faith, Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Registration, in writing good faith, that the dollar amount or number of the Class A Ordinary Common Shares that the Company desires to sell, taken together with (ix) the Class A Ordinary Common Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, and (iiy) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of Section 2.3.1 hereof, and (z) the Common Shares, if any, as to which other shareholders of the CompanyCompany have requested Registration, exceeds the Maximum Number of Securities, thenthen the Company shall include in the Underwritten Offering the Maximum Number of Securities in the following order of priority:
(a) If if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration ,
(Ai) first, the Class A Ordinary Common Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 Section 2.3.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such Holder has so requested to be registered, which can be sold without exceeding registered by the Maximum Number of SecuritiesHolders or in such manner as they may otherwise agree; and and
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Class A Ordinary Common Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;Company have requested Registration; and
(b) If if the Registration is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Class A 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 pursuant to separate written contractual arrangements with such persons or entities,
(i) first, the Maximum Number Common Shares or other equity securities of Securities; such demanding persons or entities;
(Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.3.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included registered by the Holders or in such Registration, which can be sold without exceeding the Maximum Number of Securities; manner as they may otherwise agree;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Class A Ordinary Common Shares or other equity securities securities, if any, that the Company desires to sell, which 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 Class A Ordinary Shares or Common Shares, if any, as to which other equity securities for the account shareholders of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securitieshave requested Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Heidmar Maritime Holdings Corp.), Lock Up/Leak Out Agreement (Rhea Marine Ltd.)
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing writing, in its or their opinion, that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (ia) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder hereunder, (iib) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.33 hereof, and (iiic) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If 2.3.2.1 if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (Aa) first, the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredPro Rata, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If 2.3.2.2 if the Registration is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (Aa) first, the Class A Ordinary Shares shares of Common Stock or other equity securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1 hereof, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationPro Rata, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the Class A Ordinary Shares Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Sonder Holdings, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Holder in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder Holder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(ai) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 registrable securities of Holders holders exercising their rights to register their Registrable Securities registrable securities pursuant to subsection 2.2.1 hereofthe Amended and Restated Registration Rights Agreement, pro rata rata, based on the respective number of Registrable Securities registrable securities that such Holder has holders have so requested to be registeredrequested, 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 the Holder exercising its right to register its Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the number of Registrable Securities that the Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (C), Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the CompanyCompany (other than pursuant to the Amended and Restated Registration Rights Agreement), which can be sold without exceeding the Maximum Number of Securities;; and
(bii) If the Registration is pursuant to a request by persons or entities Persons other than the Holders of Registrable SecuritiesHolder, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesHolder, 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 registrable securities of Holders other holders exercising their rights to register their Registrable Securities registrable securities pursuant to subsection 2.2.1the Amended and Restated Registration Rights Agreement, pro rata based on the respective number of Registrable Securities registrable securities that each Holder has such holders have requested be included in such Underwritten Registration and the aggregate number of Registrable Securities registrable securities that the Holders such holders have requested to be included in such Underwritten Registration, 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 the Holder exercising its right to register its Registrable Securities pursuant to this subsection 2.2.1 hereof, pro rata, based on the number of Registrable Securities that the Holder has so requested, 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) through (C), Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DE) fourthfifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (D), (B) and (C), the Class A Ordinary Shares or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements (other than pursuant to the Amended and Restated Registration Rights Agreement) with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Archer Aviation Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration 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:
: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.and
Appears in 1 contract
Sources: Registration Rights Agreement (Tuatara Capital Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration GWG in writing that the dollar amount or number of the Class A Ordinary Shares MLP Units that the Company desires to sell, taken together with (i) the Class A Ordinary SharesMLP Units, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder GWG hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.1 hereof, and (iii) the Class A Ordinary SharesMLP Units, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders limited partners of the Company, exceeds the Maximum Number of SecuritiesSecurities (as defined below), then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares MLP Units or other equity securities that the Company desires to sell, which can be sold without exceeding the maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, 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 Holders GWG exercising their its rights to register their its Registrable Securities pursuant to subsection 2.2.1 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registered, 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 Class A Ordinary SharesMLP Units, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders limited partners of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesGWG, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, MLP Units of such requesting persons or entities, other than the Holders of Registrable SecuritiesGWG, 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 Holders GWG exercising their its rights to register their its Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration2.1.1, 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 Class A Ordinary Shares or other equity securities MLP Units that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities MLP Units for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (ia) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (iib) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iiic) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration is undertaken for the Company’s account, 2.2.2.1 the Company shall include in any such Registration (Aa) first, the Class A Ordinary Shares or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such Holder has so requested to be registered, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the all Holders have requested to be included in such RegistrationRegistration (such proportion is referred to herein as “Pro Rata”);, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary Shares or other equity securities that the Company desires Shares, if any, as to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities Registration has not been reached under the foregoing clauses (A), (B) and (C), the Class A Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register requested pursuant to separate written contractual arrangements with such persons or entitiesother shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Procaps Group, S.A.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Underwriter(s) for a Piggyback Registration that is to be a Piggyback Registrationan Underwritten Offering, in good faith, advises the Company Company, C▇▇▇▇ and the Holders of Registrable Securities participating in the Piggyback Registration Chardan in writing that the dollar amount or number of the Class A Ordinary Shares that securities which the Company desires to sell, taken together with (i) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder C▇▇▇▇ and Chardan, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Underwritten Offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) : If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredC▇▇▇▇ and Chardan, 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) ; and If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesC▇▇▇▇ or Chardan, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesC▇▇▇▇ and Chardan, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1C▇▇▇▇ and/or Chardan, pro rata based on the number of Registrable Securities that each Holder has of C▇▇▇▇ and Chardan have requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders each of C▇▇▇▇ and Chardan have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Settlement Agreement (Kaleyra, Inc.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, hereof (pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredincluded in such Registration), 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested or pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Highland Transcend Partners I Corp.)
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of the Class A Ordinary Shares Common Stock that the Company desires to sell, taken together with (ia) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (iib) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.3 hereof, and (iiic) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If 2.3.2.1 if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (Aa) first, the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredPro Rata, which can be sold without exceeding the Maximum Number of Securities; Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;Securities; and
(b) If 2.3.2.2 if the Registration 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 (Aa) first, the Class A Ordinary Shares 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; Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1 hereof, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationPro Rata, which can be sold without exceeding the Maximum Number of Securities; Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the Class A Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Merger Agreement (Vesper Healthcare Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.3 hereof, and (iii) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) 1. If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registeredrequested, 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the CompanyCompany (pro rata based on the respective number of shares of Common Stock that each such stockholder holds), which can be sold without exceeding the Maximum Number of Securities;
(b) 2. If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares Company Stock that the Company desires to sell, taken together with (i) the Class A Ordinary SharesCompany Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.3 hereof, and (iii) the Class A Ordinary SharesCompany Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Company Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredPro Rata, which can be sold without exceeding the Maximum Number of Securities; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Class A Ordinary SharesCompany Stock, if any, as to which Registration has been requested or demanded pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares Company 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationPro Rata, which can be sold without exceeding the Maximum Number of Securities; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Class A Ordinary Shares Company Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Company Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Fortress Value Acquisition Corp. II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, and the Option Securities as to which registration has been requested pursuant to the applicable contractual piggyback registration rights of such security holders, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredrata, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that 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 Ordinary Shares or other securities that the Company desires to sell that 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 shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Securities; and
(c) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities or the Option Securities, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesHolders, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 and the Option Securities as to which registration has been requested pursuant to the applicable contractual piggyback registration rights of such security holders, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (BGS Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Underwriter(s) for a Piggyback Registration that is to be a Piggyback Registrationan Underwritten Offering, in good faith, advises the Company Company, Cowen and the Holders of Registrable Securities participating in the Piggyback Registration Chardan in writing that the dollar amount or number of the Class A Ordinary Shares that securities which the Company desires to sell, taken together with (i) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder Cowen and Chardan, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to under this Section 2.2 hereof2.2, and (iii) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Underwritten Offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredCowen and Chardan, 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesCowen or Chardan, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesCowen and Chardan, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Cowen and/or Chardan, pro rata based on the number of Registrable Securities that each Holder has of Cowen and Chardan have requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders each of Cowen and Chardan have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of the Class A Ordinary Shares Common Stock that the Company desires to sell, taken together with (ia) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (iib) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.3 hereof, and (iiic) the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If 2.3.2.1 if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (Aa) first, the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 2.3.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredPro Rata, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If 2.3.2.2 if the Registration 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 (Aa) first, the Class A Ordinary Shares 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; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.3.1 hereof, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationPro Rata, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the Class A Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested exercising its rights to be registeredregister its Registrable Securities, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty Resources Acquisition Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 shares of Holders exercising their rights Common Stock, if any, as to register their Registrable Securities which Registration has been requested pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredEarlier Registration Rights Agreement, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to the Monroe Registration Rights Agreement, 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, if any, as to which Registration has been requested pursuant to the Second Lien Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (E) fifth, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; and (F) sixth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),(B), (C), (D) and (E), the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;; and
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 shares of Holders exercising their rights Common Stock, if any, as to register their Registrable Securities which Registration has been requested pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Earlier Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such RegistrationRights Agreement, 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 Class A Ordinary Shares or other equity securities that shares of Common Stock, if any, as to which Registration has been requested pursuant to the Company desires to sellMonroe Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock, if any, as to which Registration has been requested pursuant to the Second Lien Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (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 Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested to be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (F) sixth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C), (D) and (E), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (G) seventh, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C), (D), (E) and (F), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Reduction of Piggyback Registration. If the managing Underwriter Underwriter, or Underwriters Underwriters, in an Underwritten Registration that is to be a Piggyback Registration, in good faith, Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration Registration, in writing good faith, that the dollar amount or number of the Class A Ordinary Common Shares that the Company desires to sell, taken together with (ix) the Class A Ordinary Common Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, and (iiy) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of Section 2.3.1 hereof, and (z) the Common Shares, if any, as to which other shareholders of the CompanyCompany have requested Registration, exceeds the Maximum Number of Securities, thenthen the Company shall include in the Underwritten Offering the Maximum Number of Securities in the following order of priority:
(a) If if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration ,
(Ai) first, the Class A Ordinary Common Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 Section 2.3.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such Holder has so requested to be registered, which can be sold without exceeding registered by the Maximum Number of SecuritiesHolders or in such manner as they may otherwise agree; and and
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Class A Ordinary Common Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;Company have requested Registration; and
(b) If if the Registration is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Class A 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 pursuant to separate written contractual arrangements with such persons or entities,
(i) first, the Maximum Number Common Shares or other equity securities of Securities; such demanding persons or entities;
(Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.3.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included registered by the Holders or in such Registration, which can be sold without exceeding the Maximum Number of Securities; manner as they may otherwise agree;
(Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), the Class A Ordinary Common Shares or other equity securities securities, if any, that the Company desires to sell, which 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 Class A Ordinary Shares or Common Shares, if any, as to which other equity securities for the account shareholders of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securitieshave requested Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Heidmar Maritime Holdings Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, hereof and (iii) the Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata Pro Rata, based on the respective number of Registrable Securities that such each Holder has so requested to be registered, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 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 each Holder has requested be included in such Registration and the aggregate number of Registrable Securities Class A Ordinary Shares or other equity securities that the Holders have requested Company desires to be included in such Registrationsell, 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 Class A Ordinary Shares or other equity securities Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that the Company desires each Holder has so requested to sellbe registered, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Tiga Acquisition Corp. II)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration GWG in writing that the dollar amount or number of the Class A Ordinary Shares MLP Units that the Company desires to sell, taken together with (i) the Class A Ordinary SharesMLP Units, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder GWG hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 2.1 hereof, and (iii) the Class A Ordinary SharesMLP Units, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders limited partners of the Company, exceeds the Maximum Number of SecuritiesSecurities (as defined below), then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares MLP Units or other equity securities that the Company desires to sell, which can be sold without exceeding the maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of SecuritiesSecurities ”); (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders GWG exercising their its rights to register their its Registrable Securities pursuant to subsection 2.2.1 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registered, 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 Class A Ordinary SharesMLP Units, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders limited partners of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesGWG, then the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, MLP Units of such requesting persons or entities, other than the Holders of Registrable SecuritiesGWG, 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 Holders GWG exercising their its rights to register their its Registrable Securities pursuant to subsection 2.2.12.1.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which w hich 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 Class A Ordinary Shares or other equity securities MLP Units that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares or other equity securities MLP Units for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Beneficient Co Group, L.P.)
Reduction of Piggyback Registration. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, hereof (pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredincluded in such Registration), 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (FG New America Acquisition II Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with (i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Shares, if any, as to which Registration 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:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested exercising its rights to be registeredregister its Registrable Securities, 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 Class A Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), or the Class A Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (PROTONIQ Acquisition Corp)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Class A Ordinary Shares shares of Common Stock that the Company desires to sell, taken together with (i) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares shares of Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata rata, based on the respective number of Registrable Securities that such each Holder has so requested exercising its rights to be registeredregister its Registrable Securities, 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 Class A Ordinary Sharesshares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back (A) registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 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 each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Nubia Brand International Corp.)
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the Class A Ordinary Shares Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Ordinary SharesCommon Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Ordinary Shares Common Stock or other equity securities that 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 Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the respective number of Registrable Securities that such Holder has so requested to be registeredPro 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 Class A Ordinary SharesCommon Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration 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 (A) first, the Class A Ordinary Shares 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 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 each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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 Class A Ordinary Shares Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 Ordinary Shares Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Terrapin 4 Acquisition Corp)