Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Common Stock, whether to be sold by the Company or by one or more selling securityholders, other than (a) any Demand Registration Statement (in which case the ability of an Investor to participate in such Demand Registration Statement shall be governed by Section 2.1) or (b) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing securityholders of the Company or its subsidiaries or (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, the Company shall give written notice of the proposed registration to the Investor at least twenty (20) calendar days prior to the filing of such Registration Statement. The Investor shall have the right to request that all or any portion of its Registrable Shares be included in such Registration Statement by giving written notice to the Company within ten (10) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.1, 3.2 and 5.2, the Company will include all such Registrable Shares requested to be included by the Investor in such Piggyback Registration Statement. For purposes of this Agreement, any Registration Statement of the Company in which Registrable Shares are included pursuant to this Section 3.1 shall be referred to as a “Piggyback Registration Statement.”

Appears in 5 contracts

Samples: Registration Rights Agreement (FreightCar America, Inc.), Registration Rights Agreement (Pacific Investment Management Co LLC), Registration Rights Agreement (Pacific Investment Management Co LLC)

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Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Common StockShares, whether to be sold by the Company or by one or more selling securityholderssecurity holders, other than (a) any a Demand Registration Statement (in which case the ability of an Investor a Holder to participate in such Demand Registration Statement shall be governed by Section 2.12) or (b) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing securityholders security holders of the Company or its subsidiaries or (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, the Company shall give written notice of the proposed registration to the Investor all Holders holding Registrable Securities at least twenty five (205) calendar days prior to the filing of such the Registration Statement. The Investor Each Holder holding Registrable Securities shall have the right to request that all or any portion part of its Registrable Shares Securities be included in such the Registration Statement by giving written notice to the Company within ten three (103) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.13.2, 3.2 3.3 and 5.2, 6.2 the Company will include all such Registrable Shares Securities requested to be included by the Investor Holders in such the Piggyback Registration Statement. For purposes of this Agreement, any Registration Statement registration statement of the Company in which Registrable Shares Securities are included pursuant to this Section 3.1 3 shall be referred to as a “Piggyback Registration Statement.”

Appears in 4 contracts

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

Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Common StockShares, whether to be sold by the Company or by one or more selling securityholderssecurity holders, other than (a) any a Demand Registration Statement (in which case the ability of an Investor a Holder to participate in such Demand Registration Statement shall be governed by Section 2.12) or (b) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing securityholders security holders of the Company or its subsidiaries or subsidiaries, (iii) relating to a transaction pursuant to Rule 145 under the Securities ActAct or any successor rule thereto, (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, the Company shall give written notice of the proposed registration to the Investor all Holders holding Registrable Securities at least twenty ten (2010) calendar days prior to the proposed filing of such the Registration Statement. The Investor Each Holder holding Registrable Securities shall have the right to request that all or any portion part of its Registrable Shares Securities be included in such the Registration Statement by giving written notice to the Company within ten three (103) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.14.2, 3.2 4.3 and 5.26.2, the Company will include all such Registrable Shares Securities requested to be included by the Investor Holders in such the Piggyback Registration Statement. For purposes of this Agreement, any Registration Statement registration statement of the Company in which Registrable Shares Securities are included pursuant to this Section 3.1 4 shall be referred to as a “Piggyback Registration Statement.”

Appears in 2 contracts

Samples: Registration Rights Agreement (Vacasa, Inc.), Form of Registration Rights Agreement (TPG Pace Solutions Corp.)

Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Common StockShares, whether to be sold by the Company or by one or more selling securityholderssecurity holders, other than (aA) any a Demand Registration Statement (in which case the ability of an Investor a Holder to participate in such Demand Registration Statement shall be governed by Section 2.12) or (bB) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing securityholders security holders of the Company or its subsidiaries or (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, the Company shall give written notice of the proposed registration to the Investor all Holders holding Registrable Shares at least twenty five (205) calendar days prior to the filing of such the Registration Statement. The Investor Each Holder holding Registrable Shares shall have the right to request that all or any portion part of its Registrable Shares be included in such the Registration Statement by giving written notice to the Company within ten three (103) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.13.2, 3.2 3.3 and 5.2, 6.2 the Company will include all such Registrable Shares requested to be included by the Investor Holders in such the Piggyback Registration Statement. For purposes of this Agreement, any Registration Statement registration statement of the Company in which Registrable Shares are included pursuant to this Section 3.1 3 shall be referred to as a “Piggyback Registration Statement.”

Appears in 1 contract

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

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Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Common Stock, whether to be sold by the Company or by one or more selling securityholders, other than (a) any a Demand Registration Statement (in which case the ability of an Investor to participate in such the Demand Registration Statement shall be governed by Section 2.1) or (b) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing securityholders of the Company or its subsidiaries or (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, the Company shall give written notice of the proposed registration to the Investor at least twenty (20) calendar days prior to the filing of such the Registration Statement. The Investor shall have the right to request that all or any portion of its Registrable Shares be included in such the Registration Statement by giving written notice to the Company within ten (10) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.1, 3.2 and 5.2, the Company will include all such Registrable Shares requested to be included by the Investor in such the Piggyback Registration Statement. For purposes of this Agreement, any Registration Statement of the Company in which Registrable Shares are included pursuant to this Section 3.1 shall be referred to as a “Piggyback Registration Statement.”

Appears in 1 contract

Samples: Registration Rights Agreement (FreightCar America, Inc.)

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