Common use of Opt-Out Requests Clause in Contracts

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 19 contracts

Samples: Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (TriSalus Life Sciences, Inc.), Registration Rights Agreement (Graf Acquisition Corp. IV)

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Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case case, and notwithstanding anything to the contrary in this Agreement Agreement, the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect such notice or information would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 6 contracts

Samples: Assumption Agreement (Traeger, Inc.), Assumption Agreement (TGPX Holdings I LLC), Registration Rights Agreement

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitelyindefinitely . A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 5 contracts

Samples: Registration Rights Agreement (Banzai International, Inc.), Forbearance Agreement (7GC & Co. Holdings Inc.), Merger Agreement (7GC & Co. Holdings Inc.)

Opt-Out Requests. Each The Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders the Holder otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders such Holder shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders the Holder hereunder to the extent that the Company or such other Holders Holder reasonably expect expects would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each the Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 2 contracts

Samples: Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (NKGen Biotech, Inc.)

Opt-Out Requests. Each Holder The Equityholders shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are is required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder the Equityholders that it does they do not want to receive any notices hereunder (an “Opt-Out Request”); in which case case, and notwithstanding anything to the contrary in this Agreement Agreement, the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders the Equityholders hereunder to the extent that the Company reasonably expects such notice or such other Holders reasonably expect information would result in a Holder the Equityholders acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request The Equityholders may revoke such request at any time, and there shall be no limit on the ability of a Holder the Equityholders to issue and revoke subsequent Opt-Out Requests; provided provided, that each Holder the Equityholders shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.. * * * * * * * * *

Appears in 2 contracts

Samples: Registration Rights Agreement (DigitalBridge Group, Inc.), Carried Interest Participation Agreement (DigitalBridge Group, Inc.)

Opt-Out Requests. Each Holder The Purchaser shall have the right, at any time and from time to time when no Purchaser Affiliated Director is serving on the Board of Directors (including after receiving information regarding any potential public offering), to elect to not receive any Piggyback Notice or any notice of a Blackout Period that the Company or any other Holders otherwise are is required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder the Purchaser that it does not want to receive any such notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any such notice or other information required to be provided to Holders the Purchaser hereunder to the extent that the Company or such other Holders reasonably expect expects would result in a Holder the Purchaser acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an An Opt-Out Request may revoke such request be revoked by the Purchaser at any time, and there shall be no limit on the ability of a Holder the Purchaser to issue and revoke subsequent Opt-Out Requests; provided that each Holder the Purchaser shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. While an Opt-Out Request is in effect, the Purchaser shall not sell any Registrable Securities pursuant to a Registration Statement (including a Piggyback Registration).

Appears in 2 contracts

Samples: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the chief financial officer of the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 2 contracts

Samples: Registration Rights Agreement (BJ Services, Inc.), Registration Rights Agreement (Forbes Energy Services Ltd.)

Opt-Out Requests. Each Holder Stockholder shall have the right, at any time and from time to time after the initial Public Offering of the Common Stock of the Company (including after receiving information regarding any potential public offeringPublic Offering), to elect to not receive any notice that the Company or any other Holders Stockholders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder Stockholder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement Agreement, during the effective time of the Opt-Out Request, (A) the Company and other Holders Stockholders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders Stockholders hereunder to the extent that the Company or such other Holders Stockholders reasonably expect would result in a Holder Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act, and (B) such Stockholder shall not be obligated to execute the lock-up agreement referred to in Section 3 below. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder Stockholder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder Stockholder to issue and revoke subsequent Opt-Out Requests; provided that each Holder Stockholder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Sterling Check Corp.), Stockholders’ Agreement (Sterling Check Corp.)

Opt-Out Requests. Each Holder Shareholder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offeringPublic Offering), to elect to not receive any notice that the Company Corporation or any other Holders Shareholders otherwise are required to deliver pursuant to this Agreement by delivering to the Company Corporation a written statement signed by such Holder Shareholder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company Corporation and other Holders Shareholders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders Shareholders hereunder to the extent that the Company Corporation or such other Holders Shareholders reasonably expect would result in a Holder Shareholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange ActAct of 1934, as amended. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder Shareholder who previously has given the Company Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder Shareholder to issue and revoke subsequent Opt-Out Requests; provided that each Holder Shareholder shall use commercially reasonable efforts to minimize the administrative burden on the Company Corporation arising in connection with any such Opt-Out Requests.

Appears in 2 contracts

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

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), Public Offering) to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement Agreement, the Company and other Holders shall not be required to, and shall not, deliver to the Holder making the Opt-Out Request any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect such delivery would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. Each Holder may, additionally, provide in such an Opt-Out Request that all notices hereunder shall be provided as required by this Agreement but solely to an outside counsel of such Holder’s selection, and not to such Holder. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts . Confidential Treatment Requested Pursuant to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.17 C.F.R. Section 200.83

Appears in 2 contracts

Samples: Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.), Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.)

Opt-Out Requests. Each Holder Investor shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders Investor otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder Investor that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders Investor shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders Investor hereunder to the extent that the Company or such other Holders Investor reasonably expect would result in a Holder Investor acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder An Investor who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder an Investor to issue and revoke subsequent Opt-Out Requests; provided that each Holder Investor shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 1 contract

Samples: Registration Rights Agreement (JELD-WEN Holding, Inc.)

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Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an "Opt-Out Request"); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 1 contract

Samples: Registration Rights Agreement (International Money Express, Inc.)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), Public Offering) to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement Agreement, the Company and other Holders shall not be required to, and shall not, deliver to the Holder making the Opt-Out Request any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect such delivery would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. Each Holder may, additionally, provide in such an Opt-Out Request that all notices hereunder shall be provided as required by this Agreement but solely to an outside counsel of such Holder’s selection, and not to such Holder. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 1 contract

Samples: Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company Parent or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company Parent a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company Parent and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company Parent or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company Parent an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company Parent arising in connection with any such Opt-Out Requests.

Appears in 1 contract

Samples: Joinder Agreement (Petros Pharmaceuticals, Inc.)

Opt-Out Requests. Each Holder Investor shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders Investor otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder Investor that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders Investor shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders Investor hereunder to the extent that the Company or such other Holders Investor reasonably expect would result in a Holder Investor acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder An Investor who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder an Investor to issue and revoke subsequent Opt-Out Requests; provided that each Holder Investor shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.. [Remainder of this page intentionally left blank]

Appears in 1 contract

Samples: Registration Rights Agreement (JELD-WEN Holding, Inc.)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), Public Offering) to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement Agreement, the Company and other Holders shall not be required to, and shall not, deliver to the Holder making the Opt-Out Request any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect such delivery would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Appears in 1 contract

Samples: Registration Rights Agreement (New SDRL Ltd.)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offeringoffering by the Company), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent hereunder; provided, however, that the Company or such other Holders reasonably expect would result in notwithstanding an Opt-Out Request, a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Actmay still receive notice of, and be required to execute, any agreement required by Section 2.12. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A indefinitely unless a Holder who previously has given the Company an Opt-Out Request revokes such request, which a Holder may revoke such request do at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. To the extent a Holder has issued and not subsequently revoked an Opt-Out Request, the Company shall not be deemed to be in violation of any provision of this Agreement for a failure to provide any notice that the Company or any other Holders would otherwise be required to deliver pursuant to this Agreement.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Preston Hollow Community Capital, Inc.)

Opt-Out Requests. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the chief financial officer of the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. [Signature page follows.]

Appears in 1 contract

Samples: Registration Rights Agreement

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