Common use of PIPE Securities Clause in Contracts

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.

Appears in 5 contracts

Sources: Registration Rights Agreement (PANTAGES CAPITAL ACQUSITION Corp), Seller Registration Rights Agreement (Gamehaus Holdings Inc.), Seller Registration Rights Agreement (Aimei Health Technology Co., Ltd.)

PIPE Securities. The Investors hereby acknowledge that Purchaser the Company 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 the Company 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 the Company or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and the Purchaser Pubco 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.

Appears in 4 contracts

Sources: Registration Rights Agreement (Gamehaus Holdings Inc.), Registration Rights Agreement (Aimei Health Technology Co., Ltd.), Registration Rights Agreement (Golden Star Acquisition Corp)

PIPE Securities. The Investors hereby acknowledge that Purchaser SPAC, the Company, and/or Pubco 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 SPAC, the Company, and/or Pubco 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 SPAC, the Company, or Pubco PubCo to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities, and the Purchaser SPAC, the Company, and/or Pubco 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 SPAC, the Company, and/or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.

Appears in 1 contract

Sources: Merger Agreement (Bayview Acquisition Corp)