Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 6 contracts
Sources: Registration Rights Agreement (Miluna Acquisition Corp), Business Combination Agreement (Maywood Acquisition Corp.), Registration Rights Agreement (Maywood Acquisition Corp.)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections Section 13(a) or 15(d) of the Exchange Act. PubCo further covenants that it shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any HolderHolder of Registrable Securities, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 5 contracts
Sources: Business Combination Agreement (Crown PropTech Acquisitions), Registration Rights and Lock Up Agreement (Red Rock Acquisition Corp.), Business Combination Agreement (Hennessy Capital Investment Corp. VI)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares shares of Pubco Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 5 contracts
Sources: Registration Rights Agreement (ProCap Financial, Inc.), Registration Rights Agreement (Willow Lane Acquisition Corp.), Registration Rights Agreement (ProCap BTC, LLC)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Pubco Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoPubco), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 4 contracts
Sources: Business Combination Agreement (Investcorp AI Acquisition Corp.), Registration Rights Agreement (OpSec Holdings), Business Combination Agreement (OpSec Holdings)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoHoldings, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Holdings after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo Holdings further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Holdings Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoHoldings), including providing any customary legal opinions. Upon the request of any Holder, PubCo Holdings shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 3 contracts
Sources: Registration Rights Agreement (Lifezone Metals LTD), Registration Rights Agreement (Air Water Co), Registration Rights Agreement (GoGreen Investments Corp)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval system shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions safe harbor provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions144. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 3 contracts
Sources: Registration Rights Agreement (MoneyHero LTD), Registration Rights Agreement (MoneyHero LTD), Registration Rights Agreement (Bridgetown Holdings LTD)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares the shares of Pubco Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 3 contracts
Sources: Registration Rights Agreement (Twenty One Capital, Inc.), Registration Rights Agreement (Dynamix Corp), Registration Rights Agreement (Cantor Equity Partners, Inc.)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares resell or otherwise dispose of shares of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 2 contracts
Sources: Investor Rights Agreement (Crown Reserve Acquisition Corp. I), Investor Rights Agreement (Galata Acquisition Corp.)
Reporting Obligations. As long as any Holder shall own Registrable SecuritiesShares, PubCoHoldco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Holdco after the date hereof pursuant to Sections Section 13(a) or 15(d) of the Exchange Act. PubCo Holdco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Registrable Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoSEC), including providing any customary legal opinions. Upon the request of any Holder, PubCo Holdco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 2 contracts
Sources: Registration Rights Agreement (CoinShares PLC), Registration Rights Agreement (Vine Hill Capital Investment Corp.)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Securities Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof Closing Date pursuant to Sections 13(a) or 15(d) of the Securities Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of PubCo Ordinary Shares Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 2 contracts
Sources: Business Combination Agreement (MDH Acquisition Corp.), Registration Rights Agreement (MDH Acquisition Corp.)
Reporting Obligations. As long as any Holder shall own Registrable SecuritiesShares, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections Section 13(a) or 15(d) of the Exchange Act. PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Registrable Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoSEC), including providing any customary legal opinions. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 2 contracts
Sources: Registration Rights Agreement (Critical Metals Corp.), Registration Rights Agreement (Sizzle Acquisition Corp.)
Reporting Obligations. As long as any Holder shall own owns Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish Holders with true and complete copies of all such filings. PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, Commission to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (Cantor Equity Partners III, Inc.)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoSPAC, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo SPAC after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo SPAC further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary SPAC Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoSPAC), including providing any customary legal opinions. Upon the request of any Holder, PubCo SPAC shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (Athena Technology Acquisition Corp. II)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares the shares of Pubco Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (Cantor Equity Partners I, Inc.)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoHoldings, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Holdings after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo Holdings further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Holdings Common Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCoHoldings), including providing any customary legal opinions. Upon the request of any Holder, PubCo Holdings shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (Home Plate Acquisition Corp)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Pubco Common Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the CommissionSEC, to the extent that such rule or such successor rule is available to PubCoPubco), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Business Combination Agreement (Plum Acquisition Corp. III)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. PubCo Pubco further covenants that it shall use its commercially reasonable efforts to take such further action as any such Holder may reasonably request, all to the extent required from time to time to enable such the Holder to sell PubCo the Pubco Ordinary Shares held by such the Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (Four Leaf Acquisition Corp)
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCoPubco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo Pubco after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. PubCo Pubco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell PubCo Ordinary Shares the shares of Pubco Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to PubCo), including providing any customary legal opinions. Upon the request of any Holder, PubCo Pubco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Appears in 1 contract
Sources: Registration Rights Agreement (M3-Brigade Acquisition v Corp.)