Piggyback Request Clause Samples

Piggyback Request. Whenever the Company proposes to register any of its securities (for its account or for the account of any selling securityholder) under the Securities Act or equivalent non-U.S. securities laws (other than (i) any registration pursuant to Section 2.1 or 2.2 hereof, (ii) pursuant to a registration statement on Form S-4 or any similar or successor form or (iii) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be submitted or filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders of its intention to effect such a registration (but in no event less than 10 days prior to the proposed date of submission or filing of the applicable Registration Statement; provided that the Company shall not be obligated to deliver any such notice to a Holder that is a member of the Athene Affiliated Group or to a Non-Affiliated Holder during the Lock-Up Period) and, subject to Section 2.4(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the date the Company’s notice is given to such Holders (a “Piggyback Registration”). There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.4.

Piggyback Request. Whenever the Company proposes to register any of its securities under the Securities Act or equivalent non-U.S. securities laws (other than (i) in the IPO, (ii) pursuant to a Demand Registration, (iii) pursuant to a registration statement on Form F-4 or S-4 or any successor form or (iv) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders and, if the notice is given within 10 months and 15 days after the IPO Date, to the Hedge Fund Parties, of its intention to effect such a registration (but in no event less than 45 days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 2.3(d) and Section 2.11, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date the Company’s notice is given to such Holders and Hedge Fund Parties (a “Piggyback Registration”). Any Holder or Hedge Fund Party that has made such a written request for inclusion may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company (and the managing underwriter(s), if any) on or before the fifth day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 2.3 prior to the effectiveness of such registration, whether or not any Holder or Hedge Fund Party has elected to include Registrable Securities in such registration, and, except for the obligation to pay or reimburse Registration Expenses, the Company will have no liability to any Holder or Hedge Fund Party in connection with such termination or withdrawal. There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.3.

Piggyback Request. Whenever the Company proposes to register any of its securities under the Securities Act (other than (i) in the IPO, (ii) pursuant to a Demand Registration, (iii) pursuant to a registration statement on Form S-4 or any similar or successor form or (iv) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders of its intention to effect such a registration (but in no event less than 20 days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 2.04(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date the Company’s notice is given to such Holders (a “Piggyback Registration”). There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.04.

Piggyback Request. In order to request that any Registrable Securities be included in any Piggyback Registration or Piggyback Takedown, a Holder shall provide the Company with written notice of the number of Registrable Securities that it desires to include in such Piggyback Registration or Piggyback Takedown (the “Piggyback Request Notice”) no later than two Business Days after the date on which it received the Piggyback Registration Notice or Piggyback Takedown Notice, as applicable.