Common use of Additional Registrable Securities Clause in Contracts

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCo, upon written request of Sponsor, any SPAC Holder or any Target Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCo’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor and the SPAC Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Harley-Davidson, Inc.), Registration Rights Agreement (LiveWire Group, Inc.)

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Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any SPAC Holder the Sponsor or any Target Holderthe H2B2 Majority Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor and the SPAC H2B2 Majority Holders, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RMG Acquisition Corp. III)

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any a SPAC Holder or any Target an Above Food Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target HolderSponsor, Sponsor the other SPAC Holders (as a group) and the SPAC HoldersAbove Food Holders (as a group).

Appears in 1 contract

Samples: Business Combination Agreement (Bite Acquisition Corp.)

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any SPAC Holder the Sponsor Majority Holders or any Target an Ouster Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor Majority Holders and the SPAC Ouster Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Colonnade Acquisition Corp.)

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any SPAC Holder the Sponsor Majority Holders or any Target an ICI Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor Majority Holders and the SPAC ICI Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Infrared Cameras Holdings, Inc.)

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Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCoNew PubCo, upon written request of Sponsor, any SPAC Holder the Sponsor or any Target Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCoNew PubCo’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo New PubCo shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target HolderHolders, Sponsor on the one hand, and the SPAC HoldersSponsor, on the other hand.

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (Everest Consolidator Acquisition Corp)

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any SPAC a Sponsor Holder or any Target a Blaize Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor Holders and the SPAC Blaize Holders, respectively.

Appears in 1 contract

Samples: Registration Rights Agreement (BurTech Acquisition Corp.)

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, HoldCothe Company, upon written request of Sponsor, any SPAC a Sponsor Holder or any Target a HyperloopTT Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at HoldCothe Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as reasonably practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that HoldCo the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Target Holder, Sponsor Holders and the SPAC HyperloopTT Holders, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp. II)

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