Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have requested be included, the Holders may elect to withdraw its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
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Samples: Registration Rights Agreement (Alliance Data Systems Corp), Registration Rights Agreement (Loyalty Ventures Inc.), Form of Registration Rights Agreement (Victoria's Secret & Co.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable andirrevocable, and after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 3 contracts
Samples: Assumption Agreement (Molekule Group, Inc.), Assumption Agreement (AeroClean Technologies, Inc.), Assumption Agreement (AeroClean Technologies, LLC)
Sale Number. (dc) If, as a result of the proration provisions set forth in clauses (a), (b) or (cb) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or otherwise in accordance with any underwriting arrangements and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (FTT Holdings, Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in such underwritten offering or the registration to which such underwritten offering relates or may reduce the number of Registrable Securities requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the any custody agreement with respect to such registration or offering and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in such underwritten offering or the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.33.3, the Holders Stockholder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have Stockholder has requested be included, the Holders Stockholder may elect to withdraw its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 2 contracts
Samples: Stockholders’ Agreement (INC Research Holdings, Inc.), Stockholders’ Agreement (INC Research Holdings, Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Hxxxxx’s execution of the underwriting agreement or the such Hxxxxx’s execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
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Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
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Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a(a), (b(b) or (c(c) of this Section Section 2.3, the Holders shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have requested be included, the Holders may elect to withdraw its request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Loyalty Ventures Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder's request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Holder's execution of the underwriting agreement or the such Holder's execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
Appears in 1 contract
Samples: Registration Rights Agreement (International Money Express, Inc.)
Sale Number. (d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.32.03, the Holders any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have such Holder has requested be included, the Holders such Holder may elect to withdraw its such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the such Holder’s execution of the underwriting agreement or the such Holder’s execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.
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