Common use of In-Kind Distributions Clause in Contracts

In-Kind Distributions. If any Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (EngageSmart, LLC), Registration Rights Agreement (Oak Street Health, Inc.), Registration Rights Agreement (Oak Street Health, Inc.)

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In-Kind Distributions. If any an Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 6 contracts

Samples: Registration Rights Agreement (Jamf Holding Corp.), Registration Rights Agreement (Ping Identity Holding Corp.), Registration Rights Agreement (Juno Topco, Inc.)

In-Kind Distributions. If any Investor (and/or any of their Affiliates) Stockholder seeks to effectuate an in-kind distribution of all or part of their Registrable Securities its shares to their respective its direct or indirect equityholders, the Company will, subject to any applicable lock-upslockups and escrow restrictions, work with such Stockholder and the foregoing Persons Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Stockholder, subject to applicable legal and consistent with the Company’s obligations under the Securities Actregulatory requirements.

Appears in 4 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Thunder Bridge Acquisition LTD)

In-Kind Distributions. If any Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their its Registrable Securities to their respective its direct or indirect equityholders, the Company willshall, subject to any applicable lock-upsup” arrangements, work with such Investor and the foregoing Persons Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations by such Investor, as well as any resales by such transferees under the Securities Acta shelf registration statement covering such distributed shares.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bumble Inc.), Registration Rights Agreement (Bumble Inc.)

In-Kind Distributions. If any Investor (and/or the Holders or any of their Affiliates) seeks respective Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company willshall, subject to any applicable lock-ups, work with the foregoing Persons persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Actrequested.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Federal Street Acquisition Corp.), Registration Rights Agreement (Agiliti, Inc. \De)

In-Kind Distributions. If any Founder Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ryan Specialty Group Holdings, Inc.), Registration Rights Agreement (Ryan Specialty Group Holdings, Inc.)

In-Kind Distributions. If any the Investor (and/or any of their its Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, will work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Actrequested.

Appears in 2 contracts

Samples: Registration Rights Agreement (James River Group Holdings, Ltd.), Investment Agreement (James River Group Holdings, Ltd.)

In-Kind Distributions. If any Investor (and/or any of their its Affiliates) seeks to effectuate an in-kind distribution of all or part of their its Registrable Securities to their respective its direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons such Investor to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Actrequested.

Appears in 1 contract

Samples: Registration Rights Agreement (Project Angel Parent, LLC)

In-Kind Distributions. If any Investor Stockholder (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (HireRight Holdings Corp)

In-Kind Distributions. If any an Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-upsups and compliance with applicable securities law requirements, work with the foregoing Persons persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Actrequested.

Appears in 1 contract

Samples: Registration Rights Agreement (SmileDirectClub, Inc.)

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In-Kind Distributions. If any an Investor (and/or any of their Affiliates) seeks seek to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Option Care Health, Inc.)

In-Kind Distributions. If any a Lateral Investor (and/or any of their Affiliates) seeks seek to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (FTE Networks, Inc.)

In-Kind Distributions. If any Investor (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all or part of their its Registrable Securities to their respective its direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work will cooperate with such Investor and the foregoing Persons Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Actby such Investor.

Appears in 1 contract

Samples: Registration Rights Agreement (Cumulus Media Inc)

In-Kind Distributions. If any an Investor (and/or any of their its Affiliates) seeks to effectuate an in-kind distribution of all or part of their its Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Chindata Group Holdings LTD)

In-Kind Distributions. If any an Investor (and/or any of their Affiliates) seeks seek to effectuate an in-kind distribution of all or part of their Registrable Securities to their respective direct or indirect equityholders, the Company will, subject to any applicable lock-ups, work reasonably cooperate with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Babcock & Wilcox Enterprises, Inc.)

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