Common use of Restrictions on Registration Rights Clause in Contracts

Restrictions on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (C) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board that such Underwritten Offering is reasonably likely to be detrimental to the Company, then in each case the Company shall notify such Holders that in the good faith judgment of the majority of the Board it is reasonably likely to be detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near future. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five (45) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.

Appears in 4 contracts

Sources: Registration Rights Agreement (Queen's Gambit Holdings LLC), Registration Rights Agreement (Kandil Mostafa), Registration Rights Agreement (Pivotal Holdings Corp)

Restrictions on Registration Rights. If (Aa) the Holders of Registrable Securities have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company PubCo and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Companyoffering; or (Cb) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board a majority Registration or Underwritten Offering would be seriously detrimental to PubCo and the Board concludes as a result that it is essential to defer the filing of the Board that applicable Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company PubCo shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company PubCo for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company PubCo shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company PubCo shall not defer its obligation in this manner more than once in any twelve (12)-month period.

Appears in 4 contracts

Sources: Business Combination Agreement (Crown PropTech Acquisitions), Registration Rights and Lock Up Agreement (Red Rock Acquisition Corp.), Business Combination Agreement (Hennessy Capital Investment Corp. VI)

Restrictions on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (C) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.

Appears in 3 contracts

Sources: Registration Rights Agreement (Axioma Ventures, LLC), Registration Rights Agreement (Hyliion Holdings Corp.), Business Combination Agreement (Tortoise Acquisition Corp.)

Restrictions on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (C) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board that such Underwritten Offering is reasonably likely to would be seriously detrimental to the CompanyCompany and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering at such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month 12) month period.

Appears in 3 contracts

Sources: Investor Rights Agreement (Sunlight Financial Holdings Inc.), Investor Rights Agreement (Spartan Acquisition Corp. II), Business Combination Agreement (Spartan Acquisition Corp. II)

Restrictions on Registration Rights. If (Aa) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (Cb) the Holders have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month 12-month period.

Appears in 2 contracts

Sources: Registration Rights Agreement (Banner Acquisition Corp.), Registration Rights Agreement (Banner Acquisition Corp.)

Restrictions on Registration Rights. If (Ai) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; offer or (Cii) the Holders have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.

Appears in 2 contracts

Sources: Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Spartan Acquisition Corp. III)

Restrictions on Registration Rights. If (Aa) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (C1) the Holders have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month 12-month period.

Appears in 1 contract

Sources: Registration Rights Agreement (Banner Acquisition Corp.)

Restrictions on Registration Rights. If (Aa) the Holders of Registrable Securities have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Companyoffering; or (Cb) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board, a majority Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result, that it is essential to defer the filing of the Board that applicable Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case case, the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board Board, it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five thirty (4530) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month 12-month period.

Appears in 1 contract

Sources: Registration Rights and Lock Up Agreement (Chavant Capital Acquisition Corp.)

Restrictions on Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the filing, initial effectiveness, or continued use of a Registration Statement in respect of such Underwritten Offering at any time would require the inclusion in such Registration Statement financial statements that are unavailable to the Company; or (C) the Holders have requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of a majority of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering is reasonably likely to be detrimental to the Companyat such time, then in each case the Company shall notify furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the majority of the Board it is reasonably likely to would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near futurefuture and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than forty-five (45) 30 days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month 12-month period.

Appears in 1 contract

Sources: Registration Rights Agreement (Rice Acquisition Corp 3)