Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If, at any time after six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOInitial Public Offering, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Heartflow, Inc.), Investors’ Rights Agreement (Heartflow, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file files a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated an aggregate offering price, net price to the public of Selling Expenses, of at least not less than $10.0 million20,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)

Form S-1 Demand. If, If at any time after six the earliest of (6i) months two (2) years after the date of this Agreement, (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or (iii) one hundred and eighty (180) days after the Trading Date, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 millionstatement, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section 2.3Subsection 2.4.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (OvaScience, Inc.), Investors’ Rights Agreement (OvaScience, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifteen percent (3015%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the any Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million75,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Klaviyo, Inc.), Investors’ Rights Agreement (Klaviyo, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Sionna Therapeutics, Inc.), Investors’ Rights Agreement (Pacaso Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOIPO on a United States stock exchange, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 15 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors' Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Spring Street Partners Lp), Investors’ Rights Agreement (Diligent Board Member Services, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty thirty-five percent (3035%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least exceeding $10.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, outstanding then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Akouos, Inc.), Investors’ Rights Agreement (Akouos, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 10 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) 40% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 25 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)

Form S-1 Demand. If, If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Holders of at least thirty sixty-five percent (3065%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having for which the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOInitial Offering, the Company receives a request from Holders of at least thirty percent (30%) of a majority the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 million15,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Registration Rights Agreement, Registration Rights Agreement (Entasis Therapeutics Holdings Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) covering the registration of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 20 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Affinia Therapeutics Inc.), Investors’ Rights Agreement (Affinia Therapeutics Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering price, net of Selling Expenses, price of at least $10.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 15 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Immuneering Corp), Investors’ Rights Agreement (Immuneering Corp)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent any Registrable Securities then outstanding (30%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, price of at least $10.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c), Section 2.1(d) and Section 2.3.

Appears in 2 contracts

Sources: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)

Form S-1 Demand. If, at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding having an anticipated aggregate offering price expected to exceed $10,000,000 that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) any or all of the such Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 millionSecurities, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and and, in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Foghorn Therapeutics Inc.), Investors’ Rights Agreement (Foghorn Therapeutics Inc.)

Form S-1 Demand. If, If at any time after six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstandingoutstanding (including a shelf registration of such Registrable securities to be offered on a continuous or delayed basis), having the that would have an anticipated aggregate offering price, net of Selling Expenses, in excess of at least $10.0 million1,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as reasonably practicable, and in any event within sixty seventy-five (6075) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Sources: Investor Rights Agreement (VirtualScopics, Inc.), Series C Preferred Stock and Warrant Purchase Agreement (VirtualScopics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) 40% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 million10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Sources: Investors’ Rights Agreement (CARGO Therapeutics, Inc.), Investors’ Rights Agreement (CARGO Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having for which the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give ​ ​ notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (AltC Acquisition Corp.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding (excluding any Key Holder Registrable Securities) that the Company file a Form S-1 registration statement with respect to at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Ikena Oncology, Inc.)

Form S-1 Demand. If, If at any time after the earlier of (i) seven (7) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file (or a Form S-1 registration statement with respect to at least thirty lesser percent (30%) of the Registrable Securities then outstanding, having if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 6 million) that the Company file a Form S-1 registration statement, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Arrowhead Research Corp)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months March 10, 2026 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Miso Robotics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty thirty-five percent (3035%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated an aggregate offering price, net of Selling Expenses, of at least exceeding five million dollars ($10.0 million5,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Werewolf Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 75% of the Registrable Securities then outstanding issued on the date hereof that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) 25% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.2(c) and Section 2.3, provided however, the amount of Registrable Securities to be included in the Form S-1 shall not exceed the amount permitted to be registered under the Securities Act.

Appears in 1 contract

Sources: Investor Rights Agreement (Rokk3r Inc.)

Form S-1 Demand. If, at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated outstanding representing at least an aggregate offering price, net of Selling Expenses, of at least $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Bolt Biotherapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of a majority the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Carlsmed, Inc.)

Form S-1 Demand. If, If at any time after six (6) months after the effective date of the registration statement for the IPOhereof, the Company receives a request from Holders a Holder of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the any outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 5 million, then the Company shall (x) within ten two (102) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within sixty thirty (6030) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty five (205) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.32.

Appears in 1 contract

Sources: Voluntary Conversion Agreement

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated an aggregate offering price, net of Selling Expenses, of at least $10.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Cytek BioSciences, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated an aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Cullinan Oncology, LLC)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Holders of at least thirty twenty percent (3020%) of the Outstanding Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (M&m Media, Inc.)

Form S-1 Demand. If, If at any time after six (6) months after following the effective date Company’s issuance of the registration statement for the IPOConversion Shares, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty one hundred eighty (60180) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Convertible Secured Subordinated Note Purchase Agreement (Smart Online Inc)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, price of at least $10.0 million5,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Axcella Health Inc.)

Form S-1 Demand. If, at any time after six one hundred eighty (6180) months days after the effective date consummation of the registration statement for the Company’s IPO, the Company receives a request from the Required Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an underwritten offering of at least thirty percent (30%) 40% of the Registrable Securities then outstanding, having outstanding covering the registration of Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 2.01(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Day One Biopharmaceuticals Holding Co LLC)

Form S-1 Demand. If, If at any time after six beginning one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty sixty-six and two-thirds percent (3066 2/3%) of the then outstanding shares of Registrable Securities then outstanding (the “Requesting Holders”) that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) such number of the Registrable Regsitrable Securities then outstanding, having the as would result in an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Benefitfocus,Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (First Light Acquisition Group, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date consummation of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding a Holder that the Company file a Form S-1 registration statement with respect to at least thirty ten percent (3010%) of the such Holder’s Registrable Securities then outstanding, having (or a lesser percent if the anticipated aggregate offering price, net of Selling Expensesunderwriting discounts, of at least selling commissions, and stock transfer taxes would exceed $10.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolder; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolder, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Holder requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c), (d) and Section (g) and 2.3; provided, however, if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, then the Demand Notice shall be deemed to have been made under Subsection 2.1(b).

Appears in 1 contract

Sources: Registration Rights Agreement (Veritex Holdings, Inc.)

Form S-1 Demand. If, at At any time after the earlier of (i) six (6) months years after the date of the First Closing or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the S-1 Initiating Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form Faun S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the S-1 Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the S-1 Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the S-1 Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (G1 Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 2 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Nephros Inc)

Form S-1 Demand. If, If at any time after six the date that is one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, outstanding having the anticipated an aggregate offering price, net of Selling Expenses, of at least $10.0 millionfifteen (15) million dollars, then the Company shall shall: (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investor Rights Agreement (Metsera, Inc.)

Form S-1 Demand. If, If at any time after the earlier of (i) two years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 51% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the outstanding with anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 US$10 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days practicable after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Zymeworks Inc.)

Form S-1 Demand. If, If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty sixty percent (3060%) of the Registrable Securities Series C Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, price of at least Five Million Dollars ($10.0 million5,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Aperion Biologics, Inc.)

Form S-1 Demand. IfSubject to Section 2.14, if at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering priceprice of at least $30 million, net of Selling Expenses, of at least $10.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) ), Section 2.1(d), and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (TheRealReal, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Cabaletta Bio, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty ten percent (3010%) of the aggregate number of Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall shall: (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders (and the FF Beneficial Investor, if the FF Investor is not an Initiating Holder) other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Everside Health Group, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of Closing Date (as defined in the registration statement for the IPOMerger Agreement), the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, of at least that would exceed $10.0 million5,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Urgent.ly Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Wave Life Sciences Pte LTD)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months two (2) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Candel Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six [the earlier of (6i) months [three (3) - five (5) years] after the date of this Agreement or (ii)] [one hundred eighty (180)] days9 after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty [_______ percent (30___%) )]10 of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to [at least thirty forty percent (30%) 40%)]11 of the Registrable Securities then outstanding, having outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 [5-15] million)], then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within [twenty (20) )] days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) Subsection 2.13 and Section Subsection 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million10,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Tactile Systems Technology Inc)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPOIPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from Holders of at least thirty seventy-five percent (3075%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty seventy-five percent (3075%) of the Registrable Securities then outstanding, having (or a lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty forty-five (6045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of being allowed to participate in such registration, any SDWG Holder), as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Advanced BioEnergy, LLC)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 10 million), then the Company shall (x) x within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Talaris Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months March 15, 2026 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or Direct Listing, as applicable, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Rogue Baron PLC)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the "Demand Notice") to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. The Company shall be permitted to include shares of Common Stock to be sold in a primary offering in any registration statement initiated under this Section 2.1 only to the extent that the inclusion of such Common Stock will not jeopardize the success of the offering by the Holders.

Appears in 1 contract

Sources: Investors' Rights Agreement (Coherix Inc)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months March 31, 2017 or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 S-l registration statement with respect to at least thirty percent (30%) 40% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 10 million), then the Company shall (xi) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) 90 days after the date such request is given by the Initiating Holders, file a Form S-1 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Neos Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, outstanding then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Verve Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having if the anticipated aggregate offering price, net price (exclusive of Selling Expenses, of at least underwriters’ discounts and commission) would exceed $10.0 15 million, then the Company shall shall, (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c2.1(d) and Section 2.3.

Appears in 1 contract

Sources: Investor Rights Agreement (Cloudera, Inc.)

Form S-1 Demand. If, If at any time after six the date that is the earlier of (6A) months one hundred eighty (180) days after the effective date of the registration statement for a Qualified IPO (as such term is defined in the IPOCertificate of Incorporation) and (B) three years following the date of the intiail sale of Preferred Stock, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least more than $10.0 million5,000,000 then outstanding, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Coya Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months one year after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOPublic Offering, the Company receives holders of a request from Holders majority of at least thirty percent (30%) all of the existing Registrable Securities then outstanding that Securtities held by the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) Investors, or the transferees of the Investors, may make a written demand, for registration under the 1933 Act of all or puart of their Registrable Securities then outstandingSecurities, having as the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 millioncase may be, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders holders of Registrable Securities other than the Initiating HoldersInvestor; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestor, file a Form S-1 registration statement under the Securities 1933 Act covering all Registrable Securities that the Initiating Holders Investor requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holdersholders of Registrable Securities, as specified by notice given by each such Holder holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) Sections 5.1(c), 5.4 and Section 2.35.7.

Appears in 1 contract

Sources: Securities Purchase Agreement (Xynomic Pharmaceuticals Holdings, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with statementwith respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 million10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to requestedto be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Virtuix Holdings Inc.)

Form S-1 Demand. If, If at any time after six (6) months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 1 contract

Sources: Credit Agreement (Champion Industries Inc)

Form S-1 Demand. If, If at any time after six [the earlier of (6i) months [three (3) - five (5) years] after the date of this Agreement or (ii)] [one hundred eighty (180)] days9 after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty [_______ percent (30___%) )]10 of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to [at least thirty forty percent (30%) 40%)]11 of the Registrable Securities then outstanding, having outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 [5-15] million)], then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within [twenty (20) )] days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement

Form S-1 Demand. If, If at any time after six the earlier of (6i) months the third anniversary of the date hereof or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty sixty percent (3060%) of the Registrable Securities then outstanding that the Company file a Form S-1 (or equivalent small business issuer form, if approved by such Holders) registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as . As soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,000,000, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Stock Purchase Agreement (Planet Technologies, Inc)

Form S-1 Demand. If, If at any time after six the earlier of (6i) 4 years after the date of this Agreement or (ii) 6 months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c), 2.1(d) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Dynamics Special Purpose Corp.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement

Form S-1 Demand. If, If at any time after six (6i) months after the effective date eighteen (18) month anniversary of the registration statement for the IPOClosing and (ii) ANDA Approval is obtained, the Company Acquiror receives a request in writing from one or more Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company as of such time cannot be sold under SEC Rule 144 without volume or time limitations, that Acquiror file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 millionheld by such Holders, then the Company Acquiror shall (x) within ten (10) days after the date such request is givenreceived, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given received by the Initiating HoldersAcquiror, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company Acquiror within twenty (20) days after of the date the Demand Notice is givenreceived, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights and Stock Restriction Agreement (Innovus Pharmaceuticals, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders (other than the Key Holders) of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the an offering with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 10 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investor's Rights Agreement (Zoom Technologies Inc)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 five (5) million), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors Rights Agreement (Tesseract Collective, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of the execution of the Prior Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Pliant Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Neothetics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6a) months five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from (i) with respect to clause (a), Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding outstanding, or (ii) with respect to clause (b), Holders of 20% or more of the Registrable Securities then outstanding, that the Company Company, file a Form S-1 registration statement with respect to at least thirty percent any Registrable Securities then outstanding (30%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million25,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3 and Section 2.33.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Redaptive, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, price of at least $10.0 million5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Pandion Therapeutics Holdco LLC)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the anticipated for an aggregate offering price, net of Selling Expenses, of at least that would exceed $10.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) use its best efforts to, as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within [twenty (20) )] days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors' Rights Agreement (R&r Acquisition Vi, Inc)

Form S-1 Demand. If, at any time after six (6) months after the effective date of the registration statement for the IPONovember 22, 2024, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 million10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (TRxADE HEALTH, INC)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date consummation of the registration statement for the IPOMerger, the Company receives a request from Holders of at least thirty fifteen percent (3015%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least ten million dollars ($10.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty ten (2010) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c2.1(f) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Callaway Golf Co)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months two (2) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of Investors holding at least thirty forty percent (3040%) percent of the Registrable Securities Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, having outstanding or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $10.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (C4 Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty thirty (2030) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Appfolio Inc)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, use commercially reasonable efforts to file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Painreform Ltd.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) % of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Olema Pharmaceuticals, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months December 31, 2025 or (ii) 180 days after the effective date of the registration statement for the IPOIPO or Direct Listing, as applicable, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 million15,000,000, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Target Global Acquisition I Corp.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investor Rights Agreement (Arteris, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Odyssey Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Option Agreement (Inhibrx, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 25 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Keros Therapeutics, Inc.)

Form S-1 Demand. If, If at any time after six one hundred eighty (6180) months after days following the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million10,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, use commercially reasonable efforts to file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Registration Rights Agreement (Cibus Global, Ltd.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file (or a Form S-1 registration statement with respect to at least thirty lesser percent (30%) of the Registrable Securities then outstanding, having if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Verastem, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months the date that is seven (7) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Series a Preferred Stock Purchase Agreement

Form S-1 Demand. If, If at any time after six during the period commencing on the date that is one hundred eighty (6180) months days after the effective date of the registration statement for the IPOIPO or the Direct Listing, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $10.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the "Demand Notice") to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 1 contract

Sources: Investors' Rights Agreement (Sentinel Labs, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors’ Rights Agreement (NexImmune, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) 20% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $10.0 5 million), then the Company shall (xi) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors' Rights Agreement (Sequoia Vaccines, Inc.)

Form S-1 Demand. If, If at any time after six the earlier of (6i) months five (5) years after the date of this Agreement; or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding if prior to an IPO or at least twenty percent (20%) of the Registrable Securities then outstanding if after an IPO, that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $10.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 1 contract

Sources: Investors' Rights Agreement (Kiromic Biopharma, Inc.)