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Piggyback registration clause: Copy, customize, and use instantly

Introduction

A piggyback registration clause allows one party to include its securities in a registration statement filed by another party, typically in a public offering. This clause is beneficial to minority shareholders who may want the opportunity to sell their securities alongside a major offering, without being required to file their own registration statement. It provides liquidity and enables smaller investors to take advantage of the offering without incurring additional costs.

Below are templates for piggyback registration clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Piggyback registration clause for investor rights to participate in public offering

This variation applies when investors have the right to piggyback on a public offering initiated by the company.

In the event that the Company files a registration statement for a public offering of its securities, the Company shall provide the Investors with the right to include their securities in such registration. The Company shall bear all expenses related to the registration, excluding the underwriting discounts and commissions applicable to the securities of the Investors.

Piggyback registration clause with priority rights for certain shareholders

This variation applies when certain shareholders have priority in piggyback registration rights.

If the Company files a registration statement for an offering of securities, the Investors shall have the right to include their securities in the registration on a pro-rata basis, provided that the shares of the Investors are given priority over those of any other holders in the event of a limitation on the number of securities to be registered.

Piggyback registration clause with limitations on number of shares

This variation applies when there are limitations on the number of shares that can be included in the registration.

The Investors shall have the right to piggyback on any registration statement filed by the Company, subject to the limitation that the number of shares requested by the Investors for inclusion in such registration shall not exceed [insert percentage]% of the total number of shares offered in the registration, unless the Company agrees otherwise.

Piggyback registration clause with waiver of rights in certain conditions

This variation applies when the Investors’ piggyback rights can be waived under certain conditions.

The Investors agree that in the event that the Company determines, in good faith, that including the Investors’ securities in the registration would adversely affect the timing or price of the public offering, the Company may waive the Investors’ piggyback registration rights for such offering. The Company must notify the Investors of this decision in writing at least [insert number of days] before filing the registration statement.

Piggyback registration clause for demand and piggyback rights

This variation applies to both demand and piggyback registration rights.

In addition to any demand registration rights, the Investors shall have the right to include their securities in any registration statement filed by the Company for a public offering. The Investors may exercise this right at any time, subject to the Company’s right to limit the number of securities to be registered based on the underwriter’s recommendation, as outlined in the registration agreement.

Piggyback registration clause with expenses borne by the Investors

This variation applies when the Investors are required to bear some of the registration expenses.

The Investors shall have the right to piggyback on any registration filed by the Company. However, the Investors shall bear their proportional share of the registration expenses, including any underwriting commissions or other costs directly attributable to their securities being included in the offering.

Piggyback registration clause for post-offering resale

This variation applies to post-offering resale rights for investors.

Following the completion of the initial public offering, the Investors shall have the right to include their securities in any resale registration filed by the Company within [insert number of months] after the offering. The Company agrees to facilitate the registration of the Investors' securities as part of any subsequent registration statement for resale purposes.

Piggyback registration clause for registration in connection with an acquisition

This variation applies when a piggyback registration right is granted in connection with a company’s acquisition.

In the event of a merger, acquisition, or other change of control involving the Company, the Investors shall have the right to include their securities in the registration statement related to such transaction, provided that the securities are registered on the same terms and conditions as those of the Company or its affiliates.

Piggyback registration clause with conditions for waiver of participation

This variation applies when the Investors' participation in the piggyback registration is subject to certain conditions.

The Investors’ right to piggyback on any registration shall be subject to the condition that their securities may be excluded from the registration at the sole discretion of the Company if the inclusion would materially delay the offering or adversely affect the terms of the offering. In such case, the Investors may waive their right to participate in the registration.

Piggyback registration clause for registration rights of certain large investors

This variation applies to large investors who receive enhanced piggyback rights.

Certain investors who own more than [insert percentage]% of the outstanding securities of the Company will be granted priority piggyback registration rights. In the event that the Company files a registration statement for a public offering, these investors will have the first right to include their securities in the registration, subject to any limitations imposed by the underwriters.

Piggyback registration clause for multiple investors

This variation applies when multiple investors are granted piggyback registration rights.

In the event the Company files a registration statement for an offering of its securities, all investors holding registrable securities shall have the right to piggyback on such registration. The number of securities to be included in the registration may be reduced if the underwriters determine that the inclusion of all securities would adversely affect the offering.

Piggyback registration clause for a one-time right

This variation applies when the piggyback registration right is granted only once.

The Investors shall have the right to include their securities in the Company’s first public offering under this Agreement. This piggyback right may only be exercised once and shall apply to the first registration statement filed by the Company for a public offering of securities.

Piggyback registration clause for offering at the Investors' expense

This variation applies when investors must bear the costs for registration.

In the event that the Company files a registration statement for an offering of securities, the Investors shall have the right to include their securities in such registration. The Investors shall be responsible for their own costs, including legal fees and underwriting commissions, related to the inclusion of their securities in the offering.

Piggyback registration clause for co-registration of additional securities

This variation applies when additional securities may be co-registered with those of the investors.

If the Company registers securities for public offering, the Investors shall have the right to include their registrable securities in the registration. Additionally, the Investors may request to register additional securities of the same class owned by affiliates or other related parties, subject to the underwriters’ approval.

Piggyback registration clause with partial exclusion for smaller offerings

This variation applies when the offering size is smaller, allowing for partial exclusion of investor securities.

If the Company files a registration statement for an offering with a total value of less than [$insert amount], the Company may exclude the securities of the Investors from the offering if the underwriters determine that including those securities would exceed the offering size or materially delay the offering.

Piggyback registration clause for secondary offerings

This variation applies when the piggyback rights apply to secondary offerings, rather than primary offerings.

In the event the Company conducts a secondary offering of securities, the Investors shall have the right to piggyback on such offering. The Company shall bear all costs related to the registration, except for any underwriting discounts applicable to the Investors' securities.

Piggyback registration clause for withdrawal of securities

This variation applies when the Investors can withdraw their securities from the registration.

In the event the Company files a registration statement for a public offering, the Investors shall have the right to withdraw their securities from the registration at any time prior to the effective date of the offering, without penalty or expense.

Piggyback registration clause with no underwriting requirement

This variation applies when the Investors can piggyback without requiring an underwriter.

The Investors shall have the right to piggyback on any registration statement filed by the Company for a public offering of securities, without the requirement to use an underwriter. The Company agrees to include the securities of the Investors in such offering on the same terms as the Company’s securities.

Piggyback registration clause with registration limits

This variation applies when the number of securities that can be registered is limited.

If the number of securities requested for inclusion in the registration exceeds the maximum amount allowed by the underwriters, the Company may reduce the number of securities to be registered, beginning with the securities of the Investors and then proceeding in a pro-rata manner among all holders.

Piggyback registration clause for rights to piggyback in future offerings

This variation applies when the Investors’ piggyback rights extend to future offerings.

The Investors shall have the right to piggyback on any future registration statement filed by the Company for a public offering of its securities. The right to piggyback shall apply to any such offering occurring within [insert number of years] years from the date of this Agreement.

Piggyback registration clause for joint registration in a mixed offering

This variation applies when the offering is a mixed offering of both Company and investor securities.

If the Company files a registration statement for a mixed offering of both Company securities and securities held by the Investors, the Investors shall have the right to include their securities in the registration. The Company shall cooperate with the Investors in connection with the filing and shall bear all registration expenses, except for any underwriting commissions applicable to the Investors’ securities.

Piggyback registration clause for short-form registration

This variation applies to the use of a short-form registration process for the offering.

In the event that the Company files a registration statement on a short-form basis, the Investors shall have the right to piggyback on such filing, provided that the Investors’ securities are also eligible for registration under the short-form registration rules. The Company shall not be required to file a full registration statement solely for the inclusion of the Investors’ securities.

Piggyback registration clause for immediate inclusion in the offering

This variation applies when the Investors can have their securities included immediately in the offering.

The Investors shall have the right to include their securities in any public offering initiated by the Company, with such inclusion to be made immediately upon the filing of the registration statement. The Investors’ securities will be included in the offering on the same terms as the Company’s securities.

Piggyback registration clause with limited participation in registration

This variation applies when the Investors’ participation in the registration may be limited by the Company.

The Investors shall have the right to piggyback on any registration filed by the Company. However, if the underwriters determine that including the Investors’ securities in the registration would adversely affect the offering, the Company reserves the right to limit or exclude the participation of the Investors in the offering.

Piggyback registration clause for non-recourse participation

This variation applies when the Investors’ participation is non-recourse in case of a failed offering.

The Investors shall have the right to piggyback on any registration statement filed by the Company for a public offering. If the offering is unsuccessful or canceled, the Investors shall have no recourse against the Company or its affiliates for any expenses incurred in connection with the registration.

This variation applies when the Investors must consent to the registration before it proceeds.

The Company shall have the right to file a registration statement for a public offering. However, the Investors’ inclusion in the registration shall require their consent. If the Investors do not provide consent within [insert number of days] days of receiving notice of the offering, the Company may proceed without including the Investors' securities.

This variation applies when the Investors’ securities are included proportionally in the registration.

In the event of a public offering by the Company, the Investors shall have the right to include their securities in the registration on a pro-rata basis, based on the number of securities they hold relative to the total number of securities being registered by the Company. If the underwriters determine that the inclusion of all securities would exceed the offering size, the securities will be reduced accordingly.

Piggyback registration clause for mandatory registration at the request of investors

This variation applies when investors can request the Company to file a registration statement.

If the Investors holding at least [insert percentage]% of the Company’s outstanding securities request the Company to register their securities, the Company shall file a registration statement for the public offering of such securities. The Investors will be included in such registration, and the Company will bear the registration expenses, excluding underwriting commissions on the Investors' securities.

Piggyback registration clause for investor election to exclude securities

This variation applies when the Investors have the option to exclude their securities from a registration.

The Investors shall have the right to include their securities in any registration filed by the Company for a public offering. However, the Investors may elect to exclude any or all of their securities from such registration at any time before the registration statement is declared effective.

Piggyback registration clause for registration in connection with a merger

This variation applies when the piggyback right extends to a merger or similar corporate event.

If the Company files a registration statement in connection with a merger, acquisition, or similar transaction, the Investors shall have the right to include their securities in the registration. Such inclusion will be on the same terms as the securities of the Company, provided the registration is for a public offering of securities following the transaction.

Piggyback registration clause for inclusion in secondary public offerings

This variation applies when the Investors can piggyback on secondary public offerings.

In the event of a secondary offering by the Company, the Investors shall have the right to piggyback on such registration for the sale of their securities. The Investors' securities will be included in the registration, and the costs of registration will be shared pro-rata between the Company and the Investors.

Piggyback registration clause for exclusion in case of adverse effects

This variation applies when the Company can exclude the Investors’ securities if inclusion would have adverse effects on the offering.

If the Company files a registration statement for a public offering, the Investors shall have the right to include their securities in the offering. However, the Company may exclude some or all of the Investors’ securities if the underwriters determine that their inclusion would materially delay or adversely affect the offering.

Piggyback registration clause for continued participation in future offerings

This variation applies when piggyback rights continue for future offerings.

In addition to the initial piggyback registration right, the Investors shall retain the right to participate in any subsequent offerings by the Company during the next [insert number of years] years. The Investors can piggyback on any registration filed for a public offering of securities within that period.

Piggyback registration clause for early registration requests

This variation applies when the Investors can request early registration before the Company files.

The Investors shall have the right to request that the Company file a registration statement for a public offering of their securities at any time, provided that the Investors’ request is made within [insert number of days] days of receiving written notice from the Company of the intent to conduct an offering. The Company shall file the registration statement within [insert number of days] days after such request.

Piggyback registration clause for fee-bearing registration

This variation applies when the registration process involves fee-bearing costs.

The Investors shall have the right to piggyback on any registration filed by the Company for a public offering. However, the Investors shall bear the costs of the registration, including underwriting commissions, legal fees, and other expenses directly related to the inclusion of their securities in the offering.

Piggyback registration clause for security type-specific inclusion

This variation applies when only certain types of securities are eligible for inclusion in the registration.

In the event of a registration by the Company for a public offering, the Investors holding [insert specific type of securities, such as preferred stock, warrants, etc.] shall have the right to include their securities in the offering, subject to the underwriters' approval and the terms of the registration statement.

Piggyback registration clause for notice and response timelines

This variation applies when specific notice and response timelines are required for piggyback participation.

In the event the Company files a registration statement for a public offering, it shall notify the Investors in writing within [insert number of days] days of its intent to file. The Investors shall have [insert number of days] days from receipt of such notice to inform the Company of their desire to participate in the offering. If no response is received within that time frame, the Investors' rights to participate in the offering will be waived.

Piggyback registration clause for reduced participation in large offerings

This variation applies when the offering is large, and the Investors' participation is reduced.

If the Company files a registration statement for an offering that exceeds [$insert amount] in size, the number of securities that the Investors may include in the registration may be reduced. The reduction will be done on a pro-rata basis, based on the number of securities held by the Investors relative to the total offering size.

Piggyback registration clause for delayed registration rights

This variation applies when the piggyback registration right is delayed.

The Investors shall have the right to piggyback on any registration filed by the Company. However, the Company may delay the registration at its discretion for up to [insert number of days] days, during which period the Investors’ piggyback rights may be postponed. The Company must provide written notice to the Investors of such a delay.

Piggyback registration clause for maximum registration amount

This variation applies when a maximum amount of securities is allowed for inclusion in the offering.

In the event the Company files a registration statement for a public offering, the Investors shall have the right to include their securities in the registration, subject to a maximum amount of securities being included. The maximum number of securities the Investors can register shall not exceed [insert number or percentage] of the total offering size.

Piggyback registration clause for participation with restrictions

This variation applies when there are specific restrictions on the Investors’ participation in the registration.

If the Company files a registration statement for a public offering, the Investors shall have the right to piggyback on the registration, subject to the restriction that the underwriters may limit the number of securities the Investors may include in the offering. The Investors’ participation will be capped at [insert number or percentage] of the total offering size if deemed necessary by the underwriters.

Piggyback registration clause for inclusion in primary offerings only

This variation applies when piggyback rights are limited to primary offerings only.

The Investors shall have the right to piggyback on any primary registration statement filed by the Company for a public offering of its securities. The Investors shall not have the right to piggyback on secondary offerings or sales of securities by existing shareholders.

Piggyback registration clause for rights to sell during public offering

This variation applies when Investors have the right to sell their securities during a public offering.

The Investors shall have the right to include their securities in any public offering of the Company’s securities. In such an offering, the Investors may sell their securities under the same terms and conditions as the Company’s securities, subject to any restrictions or requirements imposed by the underwriters.

Piggyback registration clause for pro-rata inclusion of securities

This variation applies when the inclusion of securities is on a pro-rata basis among all investors.

In the event the Company files a registration statement for a public offering, the Investors shall have the right to piggyback on the registration. The number of securities that the Investors can include in the registration will be based on a pro-rata allocation, considering the total number of securities being registered.

Piggyback registration clause for inclusion subject to underwriter's discretion

This variation applies when the underwriter has discretion to limit the inclusion of certain securities.

The Investors shall have the right to piggyback on any registration filed by the Company. However, the underwriters have the discretion to limit the inclusion of the Investors’ securities if they determine that such inclusion would adversely affect the offering or result in a delay.

Piggyback registration clause for registration of securities in a future offering

This variation applies to piggyback registration rights for future offerings.

The Investors shall have the right to include their securities in any future public offering of the Company’s securities for a period of [insert number of years]. The Investors’ securities will be included in the registration statement on the same terms as those of the Company, subject to any underwriter limitations.

Piggyback registration clause with specified registration limits

This variation applies when there are limits on the number of securities that can be included in the registration.

If the Company files a registration statement for a public offering, the Investors shall have the right to piggyback on such registration. However, the number of securities the Investors can include will be limited to [insert number or percentage] of the total offering, unless the underwriters approve a higher amount.

Piggyback registration clause for post-offering resale rights

This variation applies when the Investors can sell their securities after the initial public offering (IPO).

The Investors shall have the right to piggyback on any registration statement filed by the Company for a public offering. After the offering is completed, the Investors may request to include their securities in any resale registration filed by the Company within [insert number of months] from the IPO.

Piggyback registration clause for registration of debt securities

This variation applies to the registration of debt securities in a public offering.

In the event the Company files a registration statement for the offering of debt securities, the Investors shall have the right to piggyback on such registration. The Investors’ securities, including any debt securities held by them, will be included in the registration, subject to the terms of the agreement and any underwriter limitations.

Piggyback registration clause for inclusion in mixed offerings

This variation applies when the offering involves both Company and investor securities.

In the event of a mixed offering where the Company is offering its securities along with the Investors’ securities, the Investors shall have the right to piggyback on the registration. The Investors’ securities will be included in the registration statement in a manner consistent with the Company’s securities, subject to the underwriters’ approval.

Piggyback registration clause with right to withdraw from registration

This variation applies when the Investors have the right to withdraw their securities from the registration.

The Investors shall have the right to withdraw their securities from the registration process at any time before the registration statement is declared effective, without penalty. If the Investors decide to withdraw, the Company will not be required to continue the registration of their securities.

Piggyback registration clause for inclusion in shelf registration

This variation applies when the securities are included in a shelf registration.

The Investors shall have the right to piggyback on any shelf registration filed by the Company. The Investors’ securities may be included in the shelf registration for future offerings as long as the Company maintains the registration and complies with applicable securities laws.

Piggyback registration clause with rights to include additional securities

This variation applies when the Investors have the right to include additional securities in a registration.

If the Investors have registered securities in a public offering under this Agreement, they will have the right to include additional securities they acquire after the filing of the registration statement, provided the total number of securities included does not exceed the registration limits imposed by the underwriters.

Piggyback registration clause for registration of equity securities

This variation applies specifically to the registration of equity securities.

The Investors shall have the right to piggyback on any registration statement filed by the Company for the public offering of equity securities. The Investors’ equity securities will be included in the registration on the same terms as the securities offered by the Company.

Piggyback registration clause with costs borne by the Company

This variation applies when the Company bears the costs of registration.

In the event the Investors exercise their piggyback registration rights, the Company will bear all costs associated with the registration, including filing fees, legal expenses, and printing costs. The Investors will only be responsible for the underwriting fees attributable to their securities.

Piggyback registration clause for limited participation in large offerings

This variation applies when the Investors’ participation in the offering may be limited if the offering size is large.

If the Company files a registration statement for an offering of more than [$insert amount], the Investors’ participation in the offering may be limited to a percentage of the total offering, as determined by the underwriters, to ensure that the offering proceeds are not delayed or impacted by the inclusion of additional securities.

Piggyback registration clause for registration of stock options

This variation applies when stock options held by the Investors are included in the registration.

If the Company files a registration statement for an offering, the Investors may include in the registration their stock options or warrants, provided that the shares underlying those options or warrants are eligible for registration under applicable securities laws. The inclusion of stock options is subject to the terms of the agreement and the approval of the underwriters.

Piggyback registration clause for inclusion of securities in future transactions

This variation applies when the Investors’ securities are included in future transactions beyond a public offering.

The Investors shall have the right to piggyback on any registration filed by the Company for a future transaction involving the sale of securities, including mergers, acquisitions, or private placements. The Investors' securities will be included in such registration if they meet the criteria set forth in the transaction documents.

This variation applies when the underwriters’ consent is required for participation.

The Investors shall have the right to piggyback on any registration filed by the Company for a public offering, provided that such participation is approved by the underwriters. The Investors agree to provide the underwriters with all necessary information and documents to facilitate the inclusion of their securities in the offering.

Piggyback registration clause for delayed registration of securities

This variation applies when the Investors’ piggyback registration rights are delayed due to certain conditions.

In the event that the Company files a registration statement but delays the offering due to market conditions or other reasons, the Investors’ piggyback registration rights will be delayed accordingly. The Company agrees to provide the Investors with written notice of any such delay and to reschedule the offering as soon as practicable.

Piggyback registration clause for registration rights in connection with a secondary sale

This variation applies when the Investors’ piggyback rights are specifically for secondary sales of securities.

The Investors shall have the right to piggyback on any registration statement filed for a secondary sale of securities by the Company. The Investors’ securities will be included in the registration, and they will be subject to the same terms and conditions as those of the selling shareholders.

Piggyback registration clause for inclusion in initial offering and follow-up sales

This variation applies when piggyback rights are granted for both the initial offering and any follow-up sales.

The Investors shall have the right to piggyback on any initial public offering or follow-up sales filed by the Company. The Investors will be included in the offering and any subsequent resale offering, subject to the terms of the registration agreement and any limitations imposed by the underwriters.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 14 Feb 2025