Common use of Term Clause in Contracts

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 233 contracts

Samples: Registration Rights Agreement (Gores Holdings IX, Inc.), Registration Rights Agreement (TMT Acquisition Corp.), Form of Registration Rights Agreement (Apollo Strategic Growth Capital II)

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Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 206 contracts

Samples: Registration and Stockholder Rights Agreement (Research Alliance Corp. II), Form of Registration Rights Agreement (B. Riley Principal 250 Merger Corp.), Registration Rights Agreement (Ascendant Digital Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 199 contracts

Samples: Registration Rights Agreement (Alphatime Acquisition Corp), Registration Rights Agreement (Colombier Acquisition Corp. Ii), Registration Rights Agreement (RF Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 155 contracts

Samples: Registration Rights Agreement (Finserv Acquisition Corp. II), Registration Rights Agreement (ChaSerg Technology Acquisition Corp), Registration Rights Agreement (PropTech Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 111 contracts

Samples: Registration Rights Agreement (FoxWayne Enterprises Acquisition Corp.), Registration Rights Agreement (Global Star Acquisition Inc.), Registration Rights Agreement (Future Tech II Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 81 contracts

Samples: Private Placement Warrants Purchase Agreement (Far Peak Acquisition Corp), Registration and Stockholder Rights Agreement (N2 Acquisition Holdings Corp.), Registration Rights Agreement (New Beginnings Acquisition Corp. III)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 44 contracts

Samples: Registration Rights Agreement (Gores Holdings, Inc.), Registration Rights Agreement (Avista Healthcare Public Acquisition Corp.), Registration Rights Agreement (TPG Pace Tech Opportunities Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 40 contracts

Samples: Registration Rights Agreement (CIIG Merger Corp.), Registration Rights Agreement (Edify Acquisition Corp.), Registration Rights Agreement (NewHold Investment Corp. II)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 ‎3.5 and Article IV shall survive any termination.

Appears in 39 contracts

Samples: Registration Rights Agreement (Distoken Acquisition Corp), Registration Rights Agreement (AIB Acquisition Corp), Registration Rights Agreement (Nocturne Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 36 contracts

Samples: Registration Rights Agreement (Twelve Seas Investment Co. II), Registration Rights Agreement (McLaren Technology Acquisition Corp.), Registration Rights Agreement (BurTech Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34(a) (3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 36 contracts

Samples: Registration Rights Agreement (AMCI Acquisition Corp. II), Registration Rights Agreement (AMCI Acquisition Corp. II), Registration Rights Agreement (Priveterra Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 29 contracts

Samples: Registration Rights Agreement (Angel Pond Holdings Corp), Registration Rights Agreement (Atlantic Street Acquisition Corp), Registration Rights Agreement (Fortress Value Acquisition Corp. IV)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (Ai) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (Bii) the Holders Investors of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 3.05 and Article ARTICLE IV shall survive any termination.

Appears in 21 contracts

Samples: Registration Rights Agreement (ITHAX Acquisition Corp.), Registration Rights Agreement (European Sustainable Growth Acquisition Corp.), Registration Rights Agreement (PowerUp Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement Agreement, or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) ), or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 20 contracts

Samples: Registration Rights Agreement (GigCapital5, Inc.), Registration Rights Agreement (GigCapital4, Inc.), Registration Rights Agreement (GigCapital5, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 20 contracts

Samples: Registration Rights Agreement (HNR Acquisition Corp.), Registration Rights Agreement (Good Works II Acquisition Corp.), Registration Rights Agreement (Ault Disruptive Technologies Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 16 contracts

Samples: Registration Rights Agreement (KnightSwan Acquisiton Corp), Registration Rights Agreement (G&P Acquisition Corp.), Registration Rights Agreement (Pomelo Acquisition Corp LTD)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 14 contracts

Samples: Registration Rights Agreement (LF Capital Acquisition Corp. II), Registration Rights Agreement (Aurora Technology Acquisition Corp.), Registration Rights Agreement (Covalto Ltd.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 14 contracts

Samples: Registration Rights Agreement (ESH Acquisition Corp.), Registration Rights Agreement (ESH Acquisition Corp.), Registration Rights Agreement (Fpa Energy Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifteenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 13 contracts

Samples: Registration Rights Agreement (Aldel Financial Inc.), Registration Rights Agreement (Aldel Financial Inc.), Registration Rights Agreement (FG Merger Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV hereof shall survive any termination.

Appears in 13 contracts

Samples: Registration Rights Agreement (CM Life Sciences II Inc.), Registration Rights Agreement (FS Development Corp. II), Registration Rights Agreement (Athlon Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV hereof shall survive any termination.

Appears in 12 contracts

Samples: Registration Rights Agreement (Helix Acquisition Corp. II), Registration Rights Agreement (TCW Special Purpose Acquisition Corp.), Registration Rights Agreement (Venice Brands Acquisition Corp. I)

Term. This Agreement shall terminate upon the earlier of (i) the tenth sixth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 11 contracts

Samples: Registration Rights Agreement (Flewber Global Inc.), Registration Rights Agreement (Flewber Global Inc.), Registration Rights Agreement (Flewber Global Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth third anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 9 contracts

Samples: Registration Rights Agreement (Arisz Acquisition Corp.), Registration Rights Agreement (Mountain Crest Acquisition Corp. III), Registration Rights Agreement (Better Therapeutics, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 ‎3.5 and Article IV shall survive any termination.

Appears in 9 contracts

Samples: Registration Rights Agreement (Tuatara Capital Acquisition Corp), Registration Rights Agreement (Provident Acquisition Corp.), Registration Rights Agreement (Duddell Street Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Pages Follow]

Appears in 8 contracts

Samples: Registration Rights Agreement (Mobiv Acquisition Corp), Form of Registration Rights Agreement (Prospect Energy Holdings Corp.), Form of Registration Rights Agreement (Prospect Energy Holdings Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 3.6 and Article IV shall survive any termination.

Appears in 6 contracts

Samples: Registration Rights Agreement (Innovation Endeavors III LP), Registration Rights Agreement (Sachs Adam), Registration Rights Agreement (Khalifa Sammy)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV 4 shall survive any termination.

Appears in 6 contracts

Samples: Registration Rights Agreement (Ahren Acquisition Corp.), Registration Rights Agreement (Inflection Point Acquisition Corp.), Registration Rights Agreement (Ahren Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold (but with no volume or the manner of saleother restrictions or limitations). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 6 contracts

Samples: Registration Rights Agreement (Lerer Hippeau Acquisition Corp.), Registration Rights Agreement (Group Nine Acquisition Corp.), Registration Rights Agreement (Heartland Media Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) promulgated under the Securities Act without limitation on the amount of securities sold (but with no volume or the manner of salesale restrictions or limitations). The provisions of Section 3.5 3.6 and Article IV shall survive any termination.

Appears in 6 contracts

Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Registration Rights Agreement (Butterfly Network, Inc.), Business Combination Agreement (HighCape Capital Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of of: (i) the tenth anniversary of the date of this Agreement Agreement; or (ii) the date as of which which: (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) ); or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 6 contracts

Samples: Registration Rights Agreement (Minority Equality Opportunities Acquisition Inc.), Registration Rights Agreement (OmniLit Acquisition Corp.), Registration Rights Agreement (LMF Acquisition Opportunities Inc)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 6 contracts

Samples: Registration Rights Agreement (Hony Capital Acquisition Corp.), Registration Rights Agreement (Black Spade Acquisition Co), Registration Rights Agreement (Black Spade Acquisition Co)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV 4 shall survive any termination.. [Signature Pages Follow]

Appears in 5 contracts

Samples: Registration Rights Agreement (Lionheart III Corp), Registration Rights Agreement (Lionheart III Corp), Registration Rights Agreement (Lionheart IV Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 5 contracts

Samples: Form of Registration and Shareholder Rights Agreement (Seaport Global Acquisition II Corp.), Form of Registration and Shareholder Rights Agreement (Seaport Calibre Materials Acquisition Corp.), Form of Registration and Shareholder Rights Agreement (Seaport Calibre Materials Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (A1) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B2) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 5 contracts

Samples: Registration Rights Agreement (Banner Acquisition Corp.), Registration Rights Agreement (Banner Acquisition Corp.), Registration Rights Agreement (Live Oak Mobility Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 4 contracts

Samples: Registration Rights Agreement (Larkspur Health Acquisition Corp.), Registration Rights Agreement (Larkspur Health Acquisition Corp.), Registration Rights Agreement (ZyVersa Therapeutics, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement hereof or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 4 contracts

Samples: Registration Rights Agreement (Silver Spike Acquisition Corp.), Registration Rights Agreement (Tuatara Capital Acquisition Corp), Registration Rights Agreement (Wm Technology, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 4 contracts

Samples: Form of Registration Rights Agreement (Hainan Manaslu Acquisition Corp.), Form of Registration Rights Agreement (Blue Room Acquisition Corp.), Registration Rights Agreement (Hainan Manaslu Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (A1) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B2) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 4 contracts

Samples: Form of Registration Rights Agreement (Live Oak Mobility Acquisition Corp.), Form of Registration Rights Agreement (Live Oak Crestview Climate Acquisition Corp.), Registration Rights Agreement (Live Oak Crestview Climate Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Pages Follow]

Appears in 4 contracts

Samples: Registration Rights Agreement (Evolv Technologies Holdings, Inc.), Registration Rights Agreement (Mountain Crest Acquisition Corp. V), Registration Rights Agreement (Evolv Technologies Holdings, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 ‎Section 3.05 and Article IV ‎Article 4 shall survive any termination.. [Signature Page Follows]

Appears in 3 contracts

Samples: Registration Rights Agreement (Innovatus Life Sciences Acquisition Corp.), Registration Rights Agreement (Innovatus Life Sciences Acquisition Corp.), Registration Rights Agreement (Jiya Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of of: (i) the tenth anniversary of the date of this Agreement Agreement; or (ii) the date as of which which: (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) ); or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 3 contracts

Samples: Registration Rights Agreement (LMF Acquisition Opportunities Inc), Registration Rights Agreement (Oxbridge Acquisition Corp.), Registration Rights Agreement (Oxbridge Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV ARTICLE 4 shall survive any termination.

Appears in 3 contracts

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp. II), Registration Rights Agreement (Inflection Point Acquisition Corp. II), Registration Rights Agreement (Inflection Point Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Pages Follow]

Appears in 3 contracts

Samples: Registration Rights Agreement (Osprey Technology Acquisition Corp.), Registration Rights Agreement (Osprey Technology Acquisition Corp.), Registration Rights Agreement (Osprey Technology Acquisition Corp. II)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)thereunder) or (B) after the date that is three years from the date hereof, the Holders of all Registrable Securities are permitted to sell the Registrable Securities under pursuant to Rule 144 (or any similar provision) promulgated under the Securities Act without limitation on the amount of securities sold volume or the manner of salesale restrictions. The provisions of Section 3.5 3.6 and Article IV shall survive any termination.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hyperfine, Inc.), Registration Rights Agreement (Hyperfine, Inc.), Registration Rights Agreement (Hyperfine, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth (5th ) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) provided that the Holders rights of all Registrable Securities are any Eligible Holder under Article II and III hereunder shall terminate when the Eligible Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 3 contracts

Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.), Registration Rights and Lock Up Agreement (Comera Life Sciences Holdings, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Pages Follow]

Appears in 3 contracts

Samples: Registration Rights Agreement (Gaming & Hospitality Acquisition Corp.), Registration Rights Agreement (Gaming & Hospitality Acquisition Corp.), Registration Rights Agreement (Gores Holdings VII Inc.)

Term. This Agreement shall terminate upon termination of the Stock Purchase Agreements and if the transactions contemplated by the Stock Purchase Agreements are completed, upon the earlier of (i) the tenth second anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)thereunder) or (B) the Holders of all Registrable Securities holders are permitted to sell the their Registrable Securities under Rule 144 (or any similar provision144(k) under the Securities Act (or any similar provision then in force permitting the sale of restricted securities without limitation on the amount of securities sold or the manner of sale). The provisions of Section 3.5 2.7 and Article IV Section 2.8 shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (Impax Laboratories Inc), Registration Rights Agreement (Fleming Robert Inc / Da)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV Section 4 shall survive any termination.

Appears in 2 contracts

Samples: Registration and Stockholder Rights Agreement (5:01 Acquisition Corp.), Registration and Stockholder Rights Agreement (5:01 Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration and Stockholder Rights Agreement (EG Acquisition Corp.), Registration and Stockholder Rights Agreement (EG Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement Closing Date or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Investor Rights Agreement (MDH Acquisition Corp.), Registration Rights Agreement (MDH Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the first date following the end of the Lock-Up Period as of which (Ax) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (By) the Holders of all Registrable Securities are Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 3.5, Article IV and Article IV VI shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sable Offshore Corp.), Registration Rights Agreement (Flame Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement January 31, 2033 or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cetus Capital Acquisition Corp.), Business Combination Agreement (Cetus Capital Acquisition Corp.)

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Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth (5th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV V shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (TenX Keane Acquisition), Registration Rights Agreement (Citius Pharmaceuticals, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34(a) (3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 2 contracts

Samples: Registration Rights Agreement (dMY Technology Group, Inc. VI), Registration Rights Agreement (dMY Technology Group, Inc. VI)

Term. This Agreement shall terminate upon the earlier of of: (i) the tenth anniversary of the date of this Agreement Agreement; or (ii) the date as of which which: (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) ); or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (G3 VRM Acquisition Corp.), Registration Rights Agreement (G3 VRM Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [SIGNATURE PAGES FOLLOW]

Appears in 2 contracts

Samples: Warrant Agreement (Hamilton Lane INC), Registration and Stockholder Rights Agreement (NightDragon Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement Agreement, or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the CommissionSEC)) ), or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (GigCapital, Inc.), Registration Rights Agreement (Kaleyra, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration and Shareholder Rights Agreement (Seaport Calibre Materials Acquisition Corp.), Registration and Shareholder Rights Agreement (Seaport Global Acquisition II Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34(a) (3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 2 contracts

Samples: Registration and Shareholder Rights Agreement (Apeiron Capital Investment Corp.), Registration and Shareholder Rights Agreement (Apeiron Capital Investment Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) with respect to any Holder, the date as of on which (A) all of the such Holder no longer holds any Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Edify Acquisition Corp.), Agreement and Plan of Merger (Unique Logistics International, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article ARTICLE IV shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (Blue World Acquisition Corp), Registration Rights Agreement (Blue World Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement Agreement, or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ibere Pharmaceuticals), Registration Rights Agreement (Ibere Pharmaceuticals)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.. [Signature Page Follows]

Appears in 2 contracts

Samples: Registration Rights Agreement (Noble Education Acquisition Corp.), Registration Rights Agreement (Noble Education Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have either (A) been sold pursuant to a Registration Statement or (B) ceased to be Registrable Securities (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) ), or (Bii) the date as of which the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale, or (iii) the third anniversary of the date hereof. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration Rights and Lock Up Agreement (Codere Online U.S. Corp.), Nomination Agreement (DD3 Acquisition Corp. II)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 2 contracts

Samples: Registration and Shareholder Rights Agreement (Sarissa Capital Acquisition Corp.), Registration and Shareholder Rights Agreement (Sarissa Capital Acquisition Corp.)

Term. This Agreement shall become effective upon the Effective Time and shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement January 14, 2031 or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (26 Capital Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (Ai) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (Bii) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 3.05 and Article IV 4 shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Trepont Acquistion Corp I)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (Ai) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (Bii) the Holders Investors of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 3.05 and Article ARTICLE IV shall survive any termination.. ​ [SIGNATURE PAGES FOLLOW] ​

Appears in 1 contract

Samples: Registration Rights Agreement (ITHAX Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Cadiz Inc)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 3.6 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (LifeMD, Inc.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth (5th) anniversary of the date Closing of this Agreement the Business Combination or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 ‎3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (Moringa Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration and Stockholder Rights Agreement (Thayer Ventures Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (MP Materials Corp. / DE)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 4.6 and Article IV V shall survive any termination.

Appears in 1 contract

Samples: Registration Rights and Lockup Agreement (DiamondHead Holdings Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Terrapin 4 Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth (5th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) provided that the Holders rights of all Registrable Securities are any Eligible Holder under Article II and III hereunder shall terminate when the Eligible Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (OTR Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth (5th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Hainan Manaslu Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(34 (a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (LF Capital Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 ‎3.5 and Article ‎ARTICLE IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Blue World Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. [SIGNATURE PAGE FOLLOWS]

Appears in 1 contract

Samples: Registration Rights Agreement (Gladstone Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of salesale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV 4 shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (Sagaliam Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.. EXECUTION VERSION

Appears in 1 contract

Samples: Registration Rights Agreement (Metals Acquisition Corp)

Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV 4 shall survive any termination.. [Signature Page Follows]

Appears in 1 contract

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp.)

Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold with no volume or the manner of saleother restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Share Purchase Agreement (Energem Corp)

Term. This Agreement shall terminate upon the earlier of (ia) the tenth anniversary of the date of this Agreement or (iib) the date as of which (Ax) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (By) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 3.05 and Article IV shall survive any termination.

Appears in 1 contract

Samples: Registration Rights Agreement (RMG Acquisition Corp.)

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