Common use of Opt-Out Notices Clause in Contracts

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the withdrawal of any Underwritten Demand or Piggyback Registration or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and Section 3.4 hereof, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or this Section 2.4) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 9 contracts

Samples: Registration Rights Agreement (Nabors Energy Transition Corp. II), Registration Rights Agreement (Nabors Energy Transition Corp. II), Registration Rights Agreement (Nabors Energy Transition Corp.)

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Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Shelf Underwritten DemandOffering, Piggyback RegistrationUnderwritten Offering, the withdrawal of any Shelf Underwritten Demand Offering or Piggyback Registration Underwritten Offering or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof2.03; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing; provided, further, that if the Company has provided a Holder Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend the Notice Response Period or the Piggyback Notice Response Period, as applicable. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.02, 2.2.1 and 3.1.9 and Section 3.4 hereof2.03, Section 2.04 or Section 2.06, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.11) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 5 contracts

Samples: Registration Rights Agreement (Southwestern Energy Co), Registration Rights Agreement (Southwestern Energy Co), Adoption Agreement (EQT Corp)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandOffering, Piggyback Registration, the withdrawal of any Underwritten Demand Shelf Registration or Piggyback Registration or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof2.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing; provided, further, that if the Company has provided a Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend the respective notice periods. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, Section 2.4 or Section 3.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days business days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.5) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day business day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 4 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp), Registration Rights Agreement (Verde Clean Fuels, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parentco requesting that such Holder not receive notice from Parentco of the Company proposed filing of any Underwritten DemandRegistration Statement pursuant to Section 2.1.1 or 2.1.3, the proposed filing of any Piggyback RegistrationRegistration pursuant to Section 2.2.1, the withdrawal of any Underwritten Demand or Piggyback Registration pursuant to Section 2.2.3 or any event that would lead suspension of sales pursuant to a Suspension Period as contemplated by Section 3.4 hereof3.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Parentco shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2 or 3.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company Parentco in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period suspension of sales was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.5) and the Suspension Period related suspension period remains in effect, the Company Parentco will so notify such Holder, within one (1) Business Day of such Holder’s notification to the CompanyParentco, by delivering to such Holder a copy of such previous notice of such Suspension Periodthe suspension of sales, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period suspension of sales immediately upon its availability.

Appears in 4 contracts

Samples: Registration Rights and Lock Up Agreement (Grep Gp Iii, LLC), Registration Rights and Lock Up Agreement (Grep Gp Iii, LLC), Registration Rights and Lock Up Agreement (Granite Ridge Resources, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the proposed filing or withdrawal of any Underwritten Demand Registration Statement or Piggyback Registration Piggy-Back Transaction, or any event that would lead to a Suspension Period Event as contemplated by Section 3.4 hereof2(b); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and Section 3.4 hereof, as applicable2, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of notice. Each Holder that has delivered an effective Registration Statement, such Holder Opt-Out Notice will notify the Company in writing at least two Business Days in advance of such its intended use, and if a notice use of an effective Registration Statement. If a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.47(l)) and the Suspension Period Event remains in effect, the Company will shall so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice End of the conclusion of such Suspension Period Notice immediately upon its availability.

Appears in 3 contracts

Samples: Investor and Registration Rights Agreement (5E Advanced Materials, Inc.), Investor and Registration Rights Agreement (5E Advanced Materials, Inc.), Subscription Agreement (5E Advanced Materials, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandDemand Registration Statement pursuant to Section 2.1, the proposed filing of any Piggyback RegistrationRegistration Statement pursuant to Section 3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.1 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof3.1, 3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.44.2) and the Suspension Period related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 3 contracts

Samples: Registration Rights Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing or withdrawal of any Underwritten Demand, Shelf Registration Statement or Piggyback Registration, the withdrawal of any Underwritten Demand or Piggyback Registration or any event that would lead to a Suspension Period Event as contemplated by Section 3.4 hereof4.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2 or 4.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each notice. Each time prior to a Holder’s intended use of an effective Shelf Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of . If a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.46.17) and the Suspension Period Event remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice End of the conclusion of such Suspension Period Notice immediately upon its availability.

Appears in 3 contracts

Samples: Registration Rights Agreement (Bitcoin Depot Inc.), Registration Rights Agreement (GSR II Meteora Acquisition Corp.), Registration Rights Agreement (GSR II Meteora Acquisition Corp.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the proposed filing or withdrawal of any Underwritten Demand Shelf Registration Statement or Piggyback Registration Piggy-Back Registration, or any event that would lead to a Demand Suspension Period as contemplated by Section 3.4 hereofor Shelf Suspension; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 3.2.2, 2.2.1 and 3.1.9 and Section 3.4 hereof3.2.5.2 or Section 3.3.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each notice. Each time prior to a Holder’s intended use of an effective Shelf Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if . If a notice of a Demand Suspension Period or Shelf Suspension was previously delivered (or would have been delivered but for the provisions or of this Section 2.43.9) and the Demand Suspension Period or Shelf Suspension remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Demand Suspension Periodor Shelf Suspension, and thereafter will provide such Holder with the related a notice of the conclusion end of such Demand Suspension Period or Shelf Suspension immediately upon its availability.

Appears in 2 contracts

Samples: Registration and Shareholder Rights Agreement (Pathfinder Acquisition Corp), Registration and Shareholder Rights Agreement (Pathfinder Acquisition Corp)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Demand, Piggyback Demand Registration, the withdrawal of any Underwritten Demand or Shelf Registration, Shelf Take-Down, Piggyback Registration or any event that would lead to a Suspension Period deferral or suspension as contemplated by Section 3.4 hereof2.3; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and Section 3.4 hereofArticle II or Article III, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period deferral or suspension under Section 2.3 was previously delivered (or would have been delivered but for the provisions or of this Section 2.48.4) and the Suspension Period such deferral or suspension remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Perioddeferral or suspension, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period deferral or suspension immediately upon its availability. For the avoidance of doubt, delivery of an Opt-Out Notice pursuant to this Section 8.4 shall not relieve any Holder of its obligation to enter into a customary lock-up agreement if requested pursuant to Section 2.6.

Appears in 2 contracts

Samples: Registration Rights Agreement (Flex Ltd.), Registration Rights Agreement (Nextracker Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Demand, Offering (including any Underwritten Piggyback RegistrationOffering), the withdrawal of any Underwritten Demand or Offering (including any Underwritten Piggyback Registration Offering) or any event that would lead to a Suspension Blackout Period as contemplated by Section 3.4 hereof3(o); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder any notice that would otherwise be required to be delivered pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and this Section 3.4 hereof, as applicable, and 2. In the event such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company revokes its Opt-Out Notice in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Blackout Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42(g)) and the Suspension Blackout Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, Holder promptly by delivering to such Holder a copy of such previous notice of such Suspension Blackout Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Blackout Period immediately as soon as reasonably practicable upon its availability.

Appears in 2 contracts

Samples: Registration Rights Agreement (Aris Water Solutions, Inc.), Registration Rights Agreement (Aris Water Solutions, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandShelf Takedown, Piggyback RegistrationUnderwritten Offering, the withdrawal of any Underwritten Demand Shelf Takedown or Piggyback Registration Underwritten Offering or any event that would lead to a Suspension Period, Blackout Period or Suspension Notice as contemplated by Section 3.4 hereof2.3; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and Section 3.4 hereof, as applicable, this Agreement and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.12) and the Suspension Period suspension period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period suspension period immediately upon its availability.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ovintiv Inc.), Securities Purchase Agreement (Ovintiv Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the proposed filing or withdrawal of any Underwritten Demand Registration Statement or Piggyback Registration Piggy-Back Transaction, or any event that would lead to a Suspension Period Event as contemplated by Section 3.4 hereof2(b); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3, 2.2.1 and 3.1.9 and Section 3.4 hereof, as applicable2, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of notice. Each Holder that has delivered an effective Registration Statement, such Holder Opt-Out Notice will notify the Company in writing at least two Business Days in advance of such its intended use, and if a notice use of an effective Registration Statement. If a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.46(l)) and the Suspension Period Event remains in effect, the Company will shall so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice End of the conclusion of such Suspension Period Notice immediately upon its availability.

Appears in 2 contracts

Samples: Registration Rights Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandDemand Registration Statement pursuant to Section 2.1, the proposed filing of any Piggyback RegistrationRegistration Statement pursuant to Section 3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.1 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Section 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof3.1, 3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.2 and the Suspension Period related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 2 contracts

Samples: Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)

Opt-Out Notices. Any Holder The Seller may deliver written notice (an “Opt-Out Notice”) to the Company Purchaser requesting that such Holder the Seller not receive notice from the Company Purchaser of the proposed filing of any Underwritten DemandShelf Takedown pursuant to Section 3(d), Piggyback Registrationthe proposed filing of any Piggy-Back Registration pursuant to Section 4(a), the withdrawal of any Underwritten Demand or Piggyback Piggy-Back Registration pursuant to Section 4(c) or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof6(b); provided, however, that such Holder the Seller may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder the Seller (unless subsequently revoked), (i) the Company Purchaser shall not deliver any such notice to such Holder the Seller pursuant to subsections 2.1.3Sections 3(d), 2.2.1 and 3.1.9 and Section 3.4 hereof4(a), 4(c) or 6(b), as applicable, and such Holder the Seller shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holderthe Seller’s intended use of an effective Registration Statement, such Holder the Seller will notify the Company Purchaser in writing at least two Business Days (2) business days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.46(e) and the Suspension Period related suspension period remains in effect, the Company Purchaser will so notify such Holderthe Seller, within one Business Day (1) business day of such Holderthe Seller’s notification to the CompanyPurchaser, by delivering to such Holder the Seller a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder the Seller with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Shareholder and Registration Rights Agreement (Alpine Acquisition Corp.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company PubCo requesting that such Holder not receive notice from PubCo of the Company proposed filing of any Underwritten Demand, Piggyback RegistrationRegistration Statement pursuant to Section 3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.2 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company (i) PubCo shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Section 3.1, 2.2.1 and 3.1.9 and Section 3.4 hereof3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company PubCo in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.1 and the Suspension Period related suspension period remains in effect), the Company PubCo will so notify such Holder, within one Business Day of such Holder’s notification to the CompanyPubCo, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Critical Metals Corp.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Shelf Underwritten DemandOffering, Piggyback RegistrationUnderwritten Offering, the withdrawal of any Shelf Underwritten Demand Offering or Piggyback Registration Underwritten Offering or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof2.3; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.2, 2.2.1 and 3.1.9 and Section 3.4 hereof2.3, Section 2.4, or Section 2.6, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.11) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Pioneer Natural Resources Co)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Pubco requesting that such Holder not receive notice from Pubco of the Company proposed filing of any Underwritten Demand, Piggyback RegistrationRegistration Statement pursuant to Section ‎3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section ‎3.1 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof‎5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company (i) Pubco shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Section ‎3.1, 2.2.1 and 3.1.9 and Section 3.4 hereof‎3.2 or ‎5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company Pubco in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.1 and the Suspension Period related suspension period remains in effect, the Company Pubco will so notify such Holder, within one (1) Business Day of such Holder’s notification to the CompanyPubco, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)

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Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Demand, Piggyback RegistrationDemand Registration Statement pursuant to Section 2.1, the withdrawal of any Underwritten Demand or Registration Statement pursuant to Section 2.2, the proposed filing of any Piggyback Registration Statement pursuant to Section 3.1, the withdrawal of any Piggyback Registration Statement pursuant to Section 3.2, any Suspension Event pursuant to Section 5.1, or any event that would lead communications between the Holders pursuant to a Suspension Period as contemplated by Section 3.4 hereof11.17; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), (i) the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, 3.1, 3.2, 5.1 or 11.17, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.2 and the Suspension Period related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Accel Entertainment, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the proposed filing or withdrawal of any Underwritten Demand Shelf Registration Statement or Piggyback Registration Piggy-Back Transaction, or any event that would lead to a Suspension Period Event as contemplated by Section 3.4 hereof2.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, 2.3 or 2.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each notice. Each time prior to a Holder’s intended use of an effective Shelf Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of . If a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.7) and the Suspension Period Event remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice End of the conclusion of such Suspension Period Notice immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Nextier Oilfield Solutions Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the withdrawal of any Underwritten Demand or Piggyback Registration or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3subsections, 2.2.1 and 3.1.9 and Section 3.4 hereof, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or this Section 2.4Section) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Banner Acquisition Corp.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandDemand Registration Statement pursuant to Section 2.1, the proposed filing of any Piggyback RegistrationRegistration Statement pursuant to Section 3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.1 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), (i) the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof3.1, 3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.2 and the Suspension Period related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Magnolia Oil & Gas Corp)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any Underwritten Demand, Piggyback Registration, the proposed filing or withdrawal of any Underwritten Demand Shelf Registration Statement or Piggyback Registration Piggy-Back Transaction, or any event that would lead to a Suspension Period Event as contemplated by Section 3.4 hereof2.4; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, Section 2.3 or Section 2.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each notice. Each time prior to a Holder’s intended use of an effective Shelf Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of . If a Suspension Period Notice was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.7) and the Suspension Period Event remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice End of the conclusion of such Suspension Period Notice immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Nextier Oilfield Solutions Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Pubco requesting that such Holder not receive notice from Pubco of the Company proposed filing of any Underwritten Demand, Piggyback RegistrationRegistration Statement pursuant to Section 3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.1 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company (i) Pubco shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Section 3.1, 2.2.1 and 3.1.9 and Section 3.4 hereof3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company Pubco in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.1 and the Suspension Period related suspension period remains in effect, the Company Pubco will so notify such Holder, within one (1) Business Day of such Holder’s notification to the CompanyPubco, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Falcon's Beyond Global, Inc.)

Opt-Out Notices. (i) Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Demand, Piggyback Registration, Offering or the withdrawal of any Underwritten Demand or Piggyback Registration Offering or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof3(e) and Section 3(n); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing; provided, further, that if the Company has provided a Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend any applicable response period. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2(b), 2.2.1 and 3.1.9 and Section 3.4 hereof2(c) or Section 2(d), as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42(e)) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Silverbow Resources, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten DemandOffering, Piggyback Registration, the withdrawal of any Underwritten Demand Shelf Registration or Piggyback Registration or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof2.4; provided, however, that such Holder may later revoke any such Opt-Opt Out Notice in writing; provided, further, that if the Company has provided a Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend the respective notice periods. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, Section 2.4 or Section 3.4, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days business days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.5) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day business day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Zeo Energy Corp.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Shelf Underwritten DemandOffering, Piggyback RegistrationUnderwritten Offering, the withdrawal of any Shelf Underwritten Demand Offering or Piggyback Registration Underwritten Offering or any event that would lead to a Suspension Period as contemplated by Section 3.4 hereof2.3; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing; provided, further, that if the Company has provided a Holder Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend the Demand Notice Response Period or the Piggyback Notice Response Period, as applicable. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to subsections 2.1.3Section 2.2, 2.2.1 and 3.1.9 and Section 3.4 hereof2.3, Section 2.4, or Section 2.6, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions or of this Section 2.42.11) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.

Appears in 1 contract

Samples: Adoption Agreement (Vertiv Holdings Co)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Demand, Piggyback RegistrationDemand Registration Statement pursuant to Section 2.1, the withdrawal of any Underwritten Demand or Registration Statement pursuant to Section 2.2, the proposed filing of any Piggyback Registration Statement pursuant to Section 3.1, the withdrawal of any Piggyback Registration Statement pursuant to Section 3.2 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), (i) the Company shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Sections 2.1, 2.2.1 and 3.1.9 and Section 3.4 hereof2.2, 3.1, 3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.2 and the Suspension Period related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Transaction Agreement (Accel Entertainment, Inc.)

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company PubCo requesting that such Holder not receive notice from PubCo of the Company proposed filing of any Underwritten Demand, Piggyback RegistrationRegistration Statement pursuant to Section ‎3.1, the withdrawal of any Underwritten Demand or Piggyback Registration Statement pursuant to Section 3.2 or any event that would lead Suspension Event pursuant to a Suspension Period as contemplated by Section 3.4 hereof‎5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company (i) PubCo shall not deliver any such notice to such Holder pursuant to subsections 2.1.3Section ‎3.1, 2.2.1 and 3.1.9 and Section 3.4 hereof‎3.2 or ‎5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company PubCo in writing at least two Business Days in advance of such intended use, and if a notice of a Suspension Period Event was previously delivered (or would have been delivered but for the provisions or of this Section 2.4) 4.1 and the Suspension Period related suspension period remains in effect), the Company PubCo will so notify such Holder, within one Business Day of such Holder’s notification to the CompanyPubCo, by delivering to such Holder a copy of such previous notice of such Suspension PeriodEvent, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Period Event immediately upon its availability.

Appears in 1 contract

Samples: Registration Rights Agreement (Sizzle Acquisition Corp.)

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