Reduction of Piggyback Registration. Subject to Section 2.2.3, if the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares or other equity securities that HoldCo desires to sell, taken together with (i) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons 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) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then: (a) if the Registration or registered offering is undertaken for HoldCo’s account, HoldCo shall include in any such Registration or registered offering (A) first, HoldCo Shares or other equity securities that HoldCo 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 Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo shall include in any such Registration or registered offering (A) first, HoldCo 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 Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares or other equity securities that HoldCo 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), HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (LiveWire Group, Inc.), Registration Rights Agreement (Harley-Davidson, Inc.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo Parent and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo Parent desires to sell, taken together with (i) HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, 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) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoParent’s account, HoldCo Parent shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo Parent 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 Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderParent, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesHolders, then HoldCo Parent shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, 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 Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo Parent 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), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that Parent is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that Parent has given written notice of a Piggyback Registration to all Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(e), instead of this Section 2.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Dave Inc./De), Merger Agreement (VPC Impact Acquisition Holdings III, Inc.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities Special Holders, in each case, participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Special Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to this Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder4.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 4.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesSpecial Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesSpecial Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 4.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Sources: Investor Rights Agreement (BRC Inc.), Investor Rights Agreement (Silverbox Engaged Merger Corp I)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Offering underwritten offering that is to be a Piggyback Registration, in good faith, advises HoldCo the Issuer and the Requesting Piggyback Holders of Registrable Securities participating in the Piggyback Registration pursuant to this Section 5(a)(ii) in writing that the dollar amount or number of HoldCo Class A Shares or other equity securities that HoldCo the Issuer desires to sell, taken together with (i) HoldCo the Class A Shares or other equity securities, if any, as to which Registration registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderrequested by Requesting A&R Holders, (ii) the Registrable Securities as to which registration has been requested Requesting Eligible Subscriber Holders, including pursuant to Section 2.2 hereof5(a)(ii), and (iii) HoldCo Shares or other equity securities, if anyRequesting Other Holders, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunderapplicable, exceeds the Maximum Number of Securities, then:
(aA) if the Registration registration or registered offering is undertaken for HoldCothe Issuer’s account, HoldCo the Issuer shall include in any such Registration registration or registered offering offering: (AI) first, HoldCo the Class A Shares or other equity securities that HoldCo the Issuer desires to sell, 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 Class A Shares or other equity securities, if any, as to register their Registrable Securities which registration or a registered offering has been requested pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included piggyback registration rights set forth in such Underwritten Offering and the aggregate number of Registrable Securities that the A&R Registration Rights Agreement by Requesting A&R Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and (CIII) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (AI) and (BII), HoldCo Shares or other equity securitiesthe registrable securities of Requesting Eligible Subscriber Holders (pro rata, if any, as based on the respective number of registrable securities that each Requesting Eligible Subscriber Holder has requested be included in such underwritten offering and the aggregate number of registrable securities that the Requesting Eligible Subscriber Holders have requested to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, be included in such underwritten offering) which can be sold without exceeding the Maximum Number of Securities;; and (IV) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (I), (II) and (III), the registrable securities of Requesting Other Holders (pro rata, based on the respective number of registrable securities that each Requesting Other Holder has requested be included in such underwritten offering and the aggregate number of registrable securities that the Requesting Other Holders have requested to be included in such underwritten offering) which can be sold without exceeding the Maximum Number of Securities; and
(bB) if the Registration registration or registered offering is pursuant to a demand request by persons or entities other than the Holders a Eligible Subscriber Holder of Registrable SecuritiesSecurities pursuant to Section 5(a)(i) hereof, then HoldCo the Issuer shall include in any such Registration registration or registered offering securities in the priority set forth in Section 5(a)(i)(1); and
(AC) if the registration or registered offering is not undertaken for the Issuer’s or a Eligible Subscriber Holder’s account but is undertaken pursuant to a request or demand by other holders, including under the A&R Registration Rights Agreement (the “Other Demanding Holders”): (I) first, HoldCo the Class A Shares or other equity securities, if any, of such requesting persons or entities, other than the Other Demanding Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (BII) second, if the Other Demanding Holders are not Requesting A&R Holders, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (AI), the Registrable Securities aggregate amount or number of Holders exercising their rights Class A Shares or other equity securities, if any, as to register their Registrable Securities which registration or a registered offering has been requested pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included piggyback registration rights set forth in such Underwritten Offering and the aggregate number of Registrable Securities that A&R Registration Rights Agreement by the Requesting A&R Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding exceed the Maximum Number of Securities; , (CIII) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (AI) and (BII), HoldCo the Class A Shares or other equity securities, if any, of the Requesting Eligible Subscriber Holders (pro rata, based on the respective number of registrable securities that HoldCo desires each such Requesting Eligible Subscriber Holder has requested be included in such underwritten offering and the aggregate number of registrable securities that the Requesting Eligible Subscriber Holders have requested to sell, be included in such Underwritten Offering) which can be sold without exceeding the Maximum Number of Securities; and (DIV) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (AI), (BII) and (CIII), HoldCo the Class A Shares or other equity securities, if any, as securities that the Issuer desires to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, sell which can be sold without exceeding the Maximum Number of Securities; and
and (cV) fifth, if the Registration Other Demanding Holders are not Requesting Other Holders, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (IV), the Class A Shares or registered other equity securities, if any, of Requesting Other Holders (pro rata, based on the respective number of registrable securities that each such Requesting Other Holder has requested be included in such underwritten offering and Underwritten Shelf Takedown is pursuant the aggregate number of registrable securities that the Requesting Other Holders have requested to a request by ▇▇▇▇▇▇(sbe included in such underwritten offering) which can be sold without exceeding the Maximum Number of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5Securities.
Appears in 2 contracts
Sources: Subscription Agreement (Vertiv Holdings Co), Subscription Agreement (GS Acquisition Holdings Corp)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown, which shall be governed by Section 3.1(e)), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (ix) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, under this Agreement and (iiy) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering Registration:
(A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; ;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of any Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata (as nearly as practicable), based on the respective number of Registrable Common Shares or other Equity Securities that each Special Holder has requested required be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration for itself), 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), HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of persons or entities Common Shares and other than the Holders of Registrable Equity Securities hereunder, which can that each such stockholder has requested be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo shall include included in any such Registration or registered offering (A) first, HoldCo Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesRegistration), 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 Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares or other equity securities that HoldCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), HoldCo Shares the Registrable Securities of Holders requesting Piggyback Registration hereunder that are not Special Holders or other equity securitiesstockholders contemplated by clause (C) and the Common Shares and other Equity Securities, if any, as to which Registration or a registered offering piggyback registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that each such Holder and other stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities.
(ii) if the Registration is initiated and undertaken for the account of any Holder, PubCo shall include in any such Registration:
(A) first, the Registrable Securities of Holders (pro rata based on the respective number of Registrable Securities hereunderthat each Holder has requested be included in such Registration for itself) 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 Common Shares and other Equity Securities, if any, of Special Holders exercising registration rights in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata based on the respective number of Common Shares and other Equity Securities that each Special Holder has requested be included in such Registration for itself), 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 Common Shares and other Equity Securities, if any, of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares and other Equity Securities, if any, that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(cE) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the maximum Number of Securities.
(iii) if the Registration is initiated and undertaken for the account of a Special Holder in accordance with the Investor Rights Agreement or registered offering the Zahr Registration Rights Agreement, PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities of Special Holders (pro rata based on the respective number of Common Shares and Underwritten Shelf Takedown other Equity Securities that each Special Holder has requested be included in such Registration for itself) 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 Common Shares and other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares and other Equity Securities of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), 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 Registrable Securities of Holders requesting Piggyback Registration hereunder that are not Special Holders or other stockholders contemplated by clause (C) and the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that each such Holder and other stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities.
(iv) If the Registration is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereofPersons other than the Holders hereunder, PubCo and the Special Holders in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, then HoldCo PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, 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 Common Shares and other Equity Securities, if any, of Special Holders exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata based on the respective number of Common Shares and other Equity Securities that each Special Holder has requested be included in such Registration for itself), 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 Common Shares and other Equity Securities, if any, of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or registered offering securities the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares and other Equity Securities, if any, that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Registrable Securities of Holders hereunder that are not Special Holders or other stockholders contemplated by clause (C) and the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that each such Holder and other stockholder 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 priority set forth event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 2.1.53.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.), Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Special Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Special Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesSpecial Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesSpecial Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is 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 request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Special Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(d), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo Holdco and the Holders Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Ordinary Shares or other equity securities that HoldCo Holdco desires to sell, taken together with (i) HoldCo Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders Investors of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders Investors of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) if the Registration or registered offering is undertaken for HoldCoHoldco’s account, HoldCo Holdco shall include in any such Registration or registered offering (A) first, HoldCo Ordinary Shares or other equity securities that HoldCo Holdco 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 Investors exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder Investor has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Investors have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders Investors of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders Investors of Registrable Securities, then HoldCo Holdco shall include in any such Registration or registered offering (A) first, HoldCo the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders Investors 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 Investors exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder Investor has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders Investors have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Ordinary Shares or other equity securities that HoldCo Holdco 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), HoldCo the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders Investors of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(sInvestor(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo Holdco shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Sources: Investor Rights Agreement (NewAmsterdam Pharma Co N.V.), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Special Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Piggyback Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(e), instead of this Section 2.2(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Super Group (SGHC) LTD), Registration Rights Agreement (Sports Entertainment Acquisition Corp.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities that HoldCo the Company desires to sell, taken together with (i) HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons 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) HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) if the Registration or registered offering is undertaken for HoldCothe Company’s account, HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securities that HoldCo 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 Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common 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 Section 2.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Common Shares or other equity securities that HoldCo 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), HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown Offering is pursuant to a request by H▇▇▇▇▇▇(s(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 2 contracts
Sources: Registration Rights Agreement (Papaya Growth Opportunity Corp. I), Business Combination Agreement (Papaya Growth Opportunity Corp. I)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering Registration, subject to the terms of Article IV, (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Special Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is 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 request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Piggyback Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(e), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (dMY Technology Group, Inc. II), Business Combination Agreement (dMY Technology Group, Inc. II)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than a Demand Registration or an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderan Other Registration Agreement, and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesHolders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, 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 Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunderOther Registration Agreements, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is or Demand Registration and all sales pursuant to such Underwritten Shelf Takedown or Demand Registration pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(d), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Biote Corp.), Investor Rights Agreement (Biote Corp.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than a Demand Registration or an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderOther Registration Agreement, and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesHolders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, 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 Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunderOther Registration Agreements, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is or Demand Registration and all sales pursuant to such Underwritten Shelf Takedown or Demand Registration pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(d), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (OppFi Inc.), Business Combination Agreement (FG New America Acquisition Corp.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Special Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Special Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 3.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesSpecial Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesSpecial Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is 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 request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Special Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(d), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (Utz Brands, Inc.), Business Combination Agreement (Collier Creek Holdings)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesHolders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, 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 Section 2.2.1, 3.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo Shares the Common Stock or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares the Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is 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 request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(d), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 2 contracts
Sources: Investor Rights Agreement (QualTek Services Inc.), Investor Rights Agreement (Roth CH Acquisition III Co)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (ix) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, under this Agreement and (iiy) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder3.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering Registration:
(A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; ;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, Registration for itself) 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), HoldCo the Registrable Securities of Holders that are not Special Holders (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration) which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;
(bii) if If the Registration or registered offering is pursuant to initiated and undertaken for the account of a demand by persons or entities other than the Holders of Registrable SecuritiesSpecial Holder, then HoldCo PubCo shall include in any such Registration or registered offering Registration:
(A) first, HoldCo the Registrable Securities of Special Holders (pro rata based on the respective number of Registrable Securities that each Special Holder has requested be included in such Registration for itself) which can be sold without exceeding the Maximum Number of Securities;
(B) second, the Common Shares or other equity securitiesEquity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders that are not Special Holders (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration) which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other Equity Securities, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of such requesting persons or entities, other than the Holders stockholders of Registrable SecuritiesPubCo, which can be sold without exceeding the Maximum Number of Securities; or
(iii) If the Registration is pursuant to a request by Persons other than the Special Holders, then PubCo shall include in any such Registration:
(A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, other than the Special Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Special Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, Registration for itself) 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), HoldCo Shares or other equity securities the Registrable Securities of Holders that HoldCo desires to sellare not Special Holders (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and ;
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), HoldCo the Common Shares or other equity securities, if any, as Equity Securities that PubCo desires to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereundersell, which can be sold without exceeding the Maximum Number of Securities; and
(cE) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares or other Equity Securities, if any, for the Registration or registered offering and account of other Persons that PubCo is obligated to register pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is 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 request by ▇▇▇▇▇▇(s) Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities pursuant to be offered in such offering shall be determined in accordance with Section 2.1 hereof3.1(e), then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in instead of this Section 2.1.53.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Blue Owl Capital Inc.)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo PubCo and the Holders of Registrable Securities Holder participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Ordinary Shares or other equity securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares or other equity securitiesOrdinary Shares, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, Holder hereunder (ii) the Registrable Securities Warrant Shares as to which registration has been requested pursuant to Section 2.2 5.2 hereof, and (iii) HoldCo Shares or other equity securitiesOrdinary Shares, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunderPubCo, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Ordinary Shares or other equity securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights Ordinary Shares, if any, as to register their Registrable Securities which Registration has been requested pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number written contractual piggy-back registration rights of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number other stockholders of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersPubCo, 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), HoldCo the Warrant Shares or other equity securities, if any, as of the Holder exercising its rights to which Registration or a registered offering has been requested register its Warrant Shares pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunderSection 5.2(a) hereof, which can be sold without exceeding the Maximum Number of Securities;
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities other than the Holders of Registrable SecuritiesHolder, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, 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 Warrant Shares of Holders the Holder exercising their its rights to register their Registrable Securities its Warrant Shares pursuant to Section 2.2.1, pro rata (as nearly as practicable5.2(a), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Ordinary Shares or other equity securities that HoldCo PubCo 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), HoldCo the Ordinary Shares or other equity securities, if any, as securities for the account of other persons or entities that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of arrangements with such persons or entities other than the Holders of Registrable Securities hereunderentities, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 1 contract
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, 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) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; , (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), which can be sold without exceeding the Maximum Number of Securities; Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo shall include in any such Registration or registered offering (A) first, HoldCo Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesPubCo, which can be sold without exceeding the Maximum Number of Securities; or (ii) if the Registration is pursuant to a request by Persons other than the Holders, then PubCo shall include in any such Registration (A) first, the shares of Common Stock or other Equity Securities, if any, of such requesting Persons, other than the Holders, which can be sold without exceeding the Maximum Number of Securities, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; 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), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(d), instead of this Section 2.2(b).
Appears in 1 contract
Reduction of Piggyback Registration. Subject to Section 2.2.3, if the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo New PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo New PubCo Shares or other equity securities that HoldCo New PubCo desires to sell, taken together with (i) HoldCo New PubCo Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons 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) HoldCo New PubCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) if the Registration or registered offering is undertaken for HoldCoNew PubCo’s account, HoldCo New PubCo shall include in any such Registration or registered offering (A) first, HoldCo New PubCo Shares or other equity securities that HoldCo New PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo New PubCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo New PubCo shall include in any such Registration or registered offering (A) first, HoldCo New PubCo 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 Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo New PubCo Shares or other equity securities that HoldCo New PubCo 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), HoldCo New PubCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo New PubCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Everest Consolidator Acquisition Corp)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then- ownership of Registrable Securities of each Special Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Piggyback Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(e), instead of this Section 2.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Catcha Investment Corp)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises HoldCo the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities that HoldCo the Company desires to sell, taken together with (i) HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons 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) HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:
(a) if the Registration or registered offering is undertaken for HoldCothe Company’s account, HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securities that HoldCo 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 Section 2.2.12.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common 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 Section 2.2.12.2.1, pro rata (as nearly as practicable)rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersOffering, 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), HoldCo the Common Shares or other equity securities that HoldCo 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), HoldCo the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.52.1.5.
Appears in 1 contract
Sources: Business Combination Agreement (GX Acquisition Corp. II)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Special Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderPubCo, which can be sold without exceeding the Maximum Number of Securities;
; or (bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo PubCo 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), HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.,
Appears in 1 contract
Sources: Registration Rights Agreement (Super Group (SGHC) LTD)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo the Company and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo the Company desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCothe Company’s account, HoldCo the Company shall include in any such Registration or registered offering Registration, (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo 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 Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Special Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than shareholders of the Holders of Registrable Securities hereunderCompany, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as for the account of other Persons that the Company is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave 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 Piggyback Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(f), instead of this Section 2.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (dMY Technology Group, Inc. III)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo the Company and the Piggyback Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Common Shares or other equity securities Equity Securities that HoldCo the Company desires to sell, taken together with (i) HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Piggyback Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
(ai) if If the Registration or registered offering is initiated and undertaken for HoldCothe Company’s account, HoldCo the Company shall include in any such Registration or registered offering Registration, (A) first, HoldCo the Common Shares or other equity securities Equity Securities that HoldCo 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 Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than shareholders of the Holders of Registrable Securities hereunderCompany, which can be sold without exceeding the Maximum Number of Securities;; or
(bii) if If the Registration or registered offering is pursuant to a demand request by persons or entities Persons other than the Holders of Registrable SecuritiesPiggyback Holders, then HoldCo the Company shall include in any such Registration or registered offering (A) first, HoldCo the Common Shares or other equity securitiesEquity Securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable SecuritiesPiggyback Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number then-ownership of Registrable Securities of each Piggyback Holder that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, 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), HoldCo the Common Shares or other equity securities Equity Securities that HoldCo 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), HoldCo the Common Shares or other equity securitiesEquity Securities, if any, as for the account of other Persons that the Company is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave 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 Piggyback Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(f), instead of this Section 2.2(b).
Appears in 1 contract
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises HoldCo Parent and the Holders holders of Registrable Securities Merger Stock Consideration participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares or other equity securities the shares of Parent Common Stock that HoldCo Parent desires to sell, taken together with (i) HoldCo Shares or other equity securitiesthe shares of Parent Common Stock, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderwith respect to Merger Stock Consideration as contemplated by this Agreement, (ii) the Registrable Securities Merger Stock Consideration as to which registration has been requested pursuant to this Section 2.2 hereof5.6, and (iii) HoldCo Shares or other equity securitiesthe shares of Parent Common Stock, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderParent, exceeds 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:
(ai) if If the Registration or registered offering is undertaken for HoldCothe Parent’s account, HoldCo Parent shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Parent Common Stock or other equity securities that HoldCo Parent 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 Merger Stock Consideration as to which holders of Holders exercising Merger Stock Consideration have exercised their rights to register their Registrable Securities pursuant to Section 2.2.1, 5.6(a) of this Agreement (pro rata (as nearly as practicable), based on the respective number of Registrable Securities Merger Stock Consideration that each Holder such holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares or other equity securitiesthe shares of Parent Common Stock, if any, as to which Registration or a registered offering has been requested or pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderParent, which can be sold without exceeding the Maximum Number of Securities;
(bii) if If the Registration or registered offering is pursuant to a demand request by other persons or entities other than the Holders of Registrable Securitiesin accordance with separate written contractual registration rights, then HoldCo Parent shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders holders of Registrable SecuritiesMerger Stock Consideration, 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 Parent Common Stock or other equity securities for the account of other persons or entities that Parent is obligated to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in separate written contractual arrangements with such Underwritten Offering persons or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securitiesentities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), HoldCo Shares or other equity securities the Merger Stock Consideration as to which holders of Merger Stock Consideration have exercised their rights to register pursuant to Section 5.6(a), pro rata based on the respective number of Merger Stock Consideration that HoldCo desires each holder has requested be included in such Underwritten Registration and the aggregate number of Merger Stock Consideration that the holders have requested to sellbe included in such Underwritten Registration, 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 {N4442029.10} 255288355 v23 clauses (A), (B) and (C), HoldCo Shares the shares of Common Stock or other equity securities, if any, as securities that Parent desires to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereundersell, which can be sold without exceeding the Maximum Number of Securities; and
(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then HoldCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.
Appears in 1 contract
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering for a Piggy-Back Registration that is to be a Piggyback Registration, in good faith, an Underwritten Offering advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Ordinary Shares or other equity securities that HoldCo desires which PubCo or the Holders desire to sell, taken together with (i) HoldCo Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to under this Section 2.2 hereof, 2.3.1 and (iii) HoldCo the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders shareholders of Registrable Securities hereunderPubCo, exceeds the Maximum Number of Securities, thenthen PubCo shall include in any such registration:
(a) if If the Registration or registered offering is undertaken for HoldCoPubCo’s account, HoldCo shall include in any such Registration or registered offering : (A) first, HoldCo the Ordinary Shares or other equity securities that HoldCo PubCo desires to sellsell that 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), the Ordinary Shares or other equity securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Securities, (pro rata in accordance with the number of Registrable Securities that each such Holder has requested be included in such registration, regardless of the number of Registrable securities held by each such Holder); and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other persons that PubCo is obligated to register pursuant to written piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration or registered offering is a “demand” registration undertaken at the demand of persons other than the Holders, (A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Securities; (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 Section 2.2.1Ordinary Shares or other securities, pro rata (as nearly as practicable)if any, based on the respective number comprised of Registrable Securities as to which registration has been requested pursuant to the terms hereof, that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of Securities; and Securities (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo shall include in any such Registration or registered offering (A) first, HoldCo 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 Section 2.2.1, pro rata (as nearly as practicable), based on in accordance with the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten Offering and registration, regardless of the aggregate number of Registrable Securities that the Holders have requested to be included in securities held by each such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold without exceeding the Maximum Number of SecuritiesHolder); (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), HoldCo the Ordinary Shares or other equity securities that HoldCo PubCo desires to sell, which sell 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), HoldCo the Ordinary Shares or other equity securities, if any, as securities for the account of other persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunderarrangements with such persons, which that can be sold without exceeding the Maximum Number of Securities; and;
(c) if If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof2.1.6, then HoldCo PubCo shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.52.1.6(b).
Appears in 1 contract
Sources: Investor Rights Agreement (APRINOIA Therapeutics Holdings LTD)
Reduction of Piggyback Registration. Subject to Section 2.2.3, if If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises HoldCo PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of HoldCo Shares shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, taken together with (i) HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, 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) HoldCo Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder2.2, exceeds the Maximum Number of Securities, then:
: (ai) if the Registration or registered offering is initiated and undertaken for HoldCoPubCo’s account, HoldCo PubCo shall include in any such Registration or registered offering (A) first, HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; , (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), which can be sold without exceeding the Maximum Number of Securities; Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders stockholders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then HoldCo shall include in any such Registration or registered offering (A) first, HoldCo Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesPubCo, which can be sold without exceeding the Maximum Number of Securities; or (ii) if the Registration is pursuant to a request by Persons other than the Holders, then PubCo shall include in any such Registration (A) first, the shares of Common Stock or other Equity Securities, if any, of such requesting Persons, other than the Holders, which can be sold without exceeding the Maximum Number of Securities, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, 2.2(a) (pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling HoldersRegistration), 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), HoldCo Shares the shares of Common Stock or other equity securities Equity Securities that HoldCo PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; 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), HoldCo Shares the shares of Common Stock or other equity securitiesEquity Securities, if any, as for the account of other Persons that PubCo is obligated to which Registration or a registered offering has been requested register pursuant to separate written contractual piggy-back piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereundersuch Persons, which can be sold without exceeding the Maximum Number of Securities; and
(c) if . Notwithstanding anything to the Registration or registered offering and contrary in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown is and all sales pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities such Underwritten Shelf Takedown pursuant to Section 2.1 hereofhave not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 2.2, then HoldCo shall include in any such Registration or registered offering securities reduction in the priority set forth number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 2.1.52.1(d), instead of this Section 2.2(b).
Appears in 1 contract
Sources: Investor Rights Agreement (Spree Acquisition Corp. 1 LTD)