Foreign Registrations. If the Company elects to register or achieve a public listing of the Common Stock outside the United States before its initial public offering in the United States, the Holders of a majority of the Registrable Securities may require the parties to appropriately adjust the terms of this Agreement in good faith to provide the Holders with rights to register, list and sell the Registrable Securities in such jurisdiction that are at least as favorable as those contemplated in this Agreement. Without limiting the generality of the foregoing, the restrictions under Section 3.11 as to when the Holders may sell or otherwise transfer or dispose of any Registrable Securities will, if appropriate, be shortened or eliminated taking into account the rules, regulations and standard procedures of the jurisdiction and the applicable stock exchange, and shall be subject to the written approval of Investors holding a majority of the Registrable Securities (the "INVESTOR MAJORITY"). Any written agreement of the Investor Majority and the Company as contemplated above shall be binding on all Holders. Without limiting the generality of the foregoing, the parties hereto acknowledge that in connection with any such written agreement the Investor Majority may (but shall not be required to) condition their approval upon the Company agreeing to take such steps, if any, as are necessary or desirable to ensure that the Registrable Securities are freely tradable on the foreign exchange after the applicable restricted period, if any, expires.
Appears in 2 contracts
Sources: Investors Rights Agreement (Light Sciences Oncology Inc), Investors Rights Agreement (Light Sciences Oncology Inc)