PIPE Securities Sample Clauses
The PIPE Securities clause defines the terms and conditions under which a company may issue securities through a Private Investment in Public Equity (PIPE) transaction. This clause typically outlines the types of securities involved, such as common stock or convertible notes, and specifies the rights, restrictions, and procedures for such offerings, including pricing mechanisms and investor qualifications. By establishing clear guidelines for PIPE transactions, the clause facilitates efficient capital raising while ensuring compliance with regulatory requirements and protecting the interests of both the issuer and investors.
PIPE Securities. The Investors hereby acknowledge that Purchaser and/or Pubco has granted, or may prior to the Closing grant, registration rights to PIPE Investors with respect to the PIPE Securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between Purchaser and/or Pubco (as applicable) and PIPE Investors in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of Purchaser or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and the Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.
PIPE Securities. The Investors hereby acknowledge that the Company has granted registration rights to investors (the “PIPE Investors”) with respect to the PIPE Securities pursuant to the PIPE Registration Rights Agreement (together with the Subscription Agreements entered into by the PIPE Investors simultaneously with the PIPE Registration Rights Agreement (the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Seller Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2 hereof), and the Company shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Seller Securities or withdraw any Registration Statement for any Registrable Securities or Seller Securities if such registration has restricted or impaired the ability of the Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”
PIPE Securities. If a holder of the Note decide to exchange the Note for PIPE Securities, such holder shall be entitled to the same registration rights, if any, provided to the investors in the PIPE and it shall waive its rights to Piggy-Back Registration as set forth in Section 4(j)(i) hereof.
PIPE Securities. The Company’s Class A common stock (the “▇▇▇▇ PIPE Shares”) purchased by KSP Footprint Investments, LLC (“▇▇▇▇”) pursuant to the Subscription Agreement, dated as of December 13, 2021, by and between the Company and ▇▇▇▇, shall not be deemed to be Registrable Securities for purposes of this agreement and ▇▇▇▇ shall only be party to this Agreement in its capacity as a Footprint Holder.
PIPE Securities. The Investors hereby acknowledge that the Pubco and the SPAC may prior to the Closing grant registration rights to PIPE Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between the Pubco or the SPAC, on one hand, and PIPE Investors, on the other hand, in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the SPAC or the Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2 hereof), and the Pubco or the SPAC, as the case may be, shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities or withdraw any Registration Statement for any Registrable Securities if such Registration has restricted or impaired the ability of the Pubco or the SPAC, as the case may be, to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.