Common use of Piggyback Registration Withdrawal Clause in Contracts

Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c).

Appears in 5 contracts

Samples: Investor Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.)

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Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters Underwriter(s) (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. In the case of any Underwritten Offering in connection with any Piggyback Registration, any participating Holder shall have the right to withdraw their respective Registrable Securities from such Underwritten Offering prior to the pricing of such Underwritten Offering. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration or Underwritten Offering prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.

Appears in 5 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (NRC Group Holdings Corp.), Registration Rights Agreement (Hennessy Capital Acquisition Corp. III)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing filing of the applicable “red xxxxxxx” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Investor Rights Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 3.2.3.

Appears in 5 contracts

Samples: Investor Rights Agreement (KORE Group Holdings, Inc.), Investor Rights Agreement (KORE Group Holdings, Inc.), Investor Rights Agreement (KORE Group Holdings, Inc.)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo NewCo and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw from such Piggyback Registration prior to to, as applicable, the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, in or the case launch of a the Underwritten Offering with respect to such Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo NewCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration StatementStatement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary set forth in this Agreement, PubCo NewCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.

Appears in 5 contracts

Samples: Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Allego N.V.), Registration Rights Agreement (Athena Pubco B.V.)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the pricing effectiveness of the relevant offering pursuant Registration Statement filed with the Commission with respect to such Piggyback Registration or, or in the case of a Piggyback Registration pursuant to a Shelf Registration, prior to the pricing filing of such transactionthe applicable preliminary or “red xxxxxxx” Prospectus used for marketing of the relevant offering or takedown thereunder. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, excluding a Piggyback Registration by Xxxxxx(s) in no circumstance, shall include the Shelfconnection with an Underwritten Takedown under Sections 2.1 to 2.6) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.8.3.

Appears in 3 contracts

Samples: Registration Rights Agreement (MoneyHero LTD), Registration Rights Agreement (MoneyHero LTD), Registration Rights Agreement (Bridgetown Holdings LTD)

Piggyback Registration Withdrawal. Any Holder The Investor shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo Company and the Underwriter or Underwriters (if any) of such Holderthe Investor’s intention to withdraw from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the pricing of such transaction. PubCo Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c).

Appears in 3 contracts

Samples: Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (x) in the case of a Piggyback Registration pursuant not involving an Unwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (y), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering or Shelf Underwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.3.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (VERRA MOBILITY Corp), Agreement and Plan of Merger (Gores Holdings II, Inc.)

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Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities included in a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (x) in the case of a Piggyback Registration pursuant not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering or Shelf Underwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.2.3.

Appears in 1 contract

Samples: Registration Rights Agreement (Silver Run Acquisition Corp)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities included in a Piggyback Registration or an Underwritten Piggyback Offering, as applicable, for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (x) in the case of a Piggyback Registration pursuant to a Shelf Registration, the effectiveness of the applicable Registration Statement or (y) in the case of any Underwritten Piggyback Offering, prior to the pricing of such transactionUnderwritten Piggyback Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 3.2(c)subsection 2.3.3.

Appears in 1 contract

Samples: Adoption Agreement (Kinetik Holdings Inc.)

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to PubCo the Company and the Underwriter or Underwriters (if any) of such Holder’s his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the pricing of the relevant offering pursuant to such Piggyback Registration or, (a) in the case of a Piggyback Registration pursuant not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to a Shelf Registration, the pricing of such transactionUnderwritten Offering or Shelf Underwritten Offering. PubCo The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, PubCo the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to and including its withdrawal under this Section 3.2(c)subsection 2.3.3.

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (Israel Acquisitions Corp)

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