Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering; (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or (iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such request.
Appears in 4 contracts
Sources: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, and the shares so sold are listed on the NYSE or the NASDAQ Stock Market (the “Initial Public Offering”);
(ii) In in any particular jurisdiction in which the Company would be required to qualifty to do business or to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After after the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) 2.1, such registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and the securities offered pursuant to which securities such registrations have been sold; provided, and (2) registrations however, that closedif the Initiating Holders withdraw from such registration following their initiation but prior to such registration’s effectuation, or were withdrawn at the request then such registration shall count as having been “effected” for purposes of the Holders (other than as a result of a material adverse change to the Company)); orthis subsection;
(iv) During during the period starting with the date sixty thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect if the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 4 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement Initial Closing or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) effected three such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Endostim, Inc.), Investors’ Rights Agreement (Endostim, Inc.), Investors’ Rights Agreement (Endostim, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred and eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringa Qualified IPO;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for which the aggregate offering price to the public is less than $8,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred and eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringa Qualified IPO;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for which the aggregate offering price to the public is less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 4 contracts
Sources: Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)
Limitations on Requested Registration. The Company Registrant Companies shall not be obligated to effect, or to take any action to effect, any such registration Demand Registration pursuant to this Section 2.1:
(i) Prior to the earlier later of the two (A) the four (42) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public OfferingAgreement;
(ii) In With respect to registrations relating to NutraCea’s capital stock, before a NutraCea Roll Up has been completed;
(iii) If the aggregate offering price, net of underwriters’ discounts and expenses, is less than Twenty Million Dollars ($20,000,000) for a Long-Form Registration or Ten Million Dollars ($10,000,000) for a Short-Form Registration;
(iv) With respect to registrations relating to NutraCea’s capital stock, during the period starting with the date Sixty (60) days prior to NutraCea’s good faith estimate of the date of filing of, and ending on a date Ninety (90) days after the effective date of, a NutraCea-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that NutraCea is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and provided further, that NutraCea shall only be able to delay any request for a Demand Registration only one (1) time in any two (2) year period and such delay shall be for a maximum of Two Hundred Forty (240) days;
(v) With respect to registrations relating to NutraCea’s capital stock, in any particular jurisdiction in which the Company NutraCea would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company NutraCea is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or
(iiivi) After the Company has initiated two With respect to more than three (23) such registrations Long-Form Registrations pursuant to this Section 2.1 2.1; provided that a registration will not count as a Long-Form Registration hereunder (counting for these purposes only i) unless and until it has become effective and unless the applicable holders of such Registrable Securities sell the lesser of (1a) registrations where at least 75% of the Registrable Securities requested to be registered are included by them in fact registered and which have been declared such Long-Form Registration or ordered effective and pursuant to which securities have been sold, and (2b) registrations that closed, or were withdrawn at the request a total of the Holders (other than as a result of a material adverse change to the Company)); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders $20,000,000 of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such requestSecurities.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Nutracea), Investor Rights Agreement (Nutracea), Investor Rights Agreement (Nutracea)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days);
(ii) If the Company has not yet offered securities pursuant to a registration statement and the Initiating Holders propose to sell less than 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at least $20,000,000 (or if after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price of at least $2,000,000);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated, not to exceed an additional thirty-four (34) days); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Shoulder Innovations, Inc.), Investors’ Rights Agreement (Shoulder Innovations, Inc.), Investors’ Rights Agreement (Silverback Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringa Qualified IPO;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for which the aggregate offering price to the public is less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days);
(ii) If the Company has not yet offered securities pursuant to a registration statement and the Initiating Holders propose to sell less than 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate net proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) greater than $20,000,000 (or if after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price of at least $5,000,000);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated, not to exceed an additional thirty-four (34) days); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders holding in the aggregate a majority the Registrable Securities held by such Initiating Holders (subject to the consent of its intent the Company, which consent shall not be unreasonably withheld, delayed or conditioned); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the date of filing ofof the Company’s first registration statement, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such request.a request made under Section 2.3;
Appears in 3 contracts
Sources: Investors’ Rights Agreement (GP Investments Acquisition Corp.), Investors’ Rights Agreement (Rimini Street, Inc.), Investors’ Rights Agreement (Rimini Street, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement May 9, 2017, or (B) six (6) months one year following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, proposed to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $10.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the anticipated aggregate proceeds of the offering would be less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date ofof the Initial Public Offering; provided, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four later to occur of the Entity Conversion and three (43) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders dispose of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(vii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(iv) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 3 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Maxygen Inc), Investors’ Rights Agreement (Maxygen Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of that date which is one hundred and eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Appdynamics Inc), Investors’ Rights Agreement (Appdynamics Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such a registration pursuant to any Demand Notice in accordance with this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiii) After after the Company has initiated two filed with the Commission three (23) such registrations Demand Registration Statements pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and effective);
(iii) if the Company has filed with the Commission a Demand Registration Statement pursuant to which securities have been soldthis Section 2.1 within the preceding six (6) months, and (2) registrations that closed, such Demand Registration Statement has been declared or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orordered effective;
(iv) During during the period starting with the date sixty thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect to any if a Demand Notice request is for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders a number of Registrable Securities that is smaller than the greater of its intent to file such registration within thirty (30i) days after its receipt one-third (1/3) of such requestthe Registrable Securities then held by Lavazza or (ii) one million (1,000,000) shares of Common Stock.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Green Mountain Coffee Roasters Inc), Registration Rights Agreement (Luigi Lavazza S.p.A.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) one year anniversary of the date of this Agreement or (B) six (6) months following the effective closing date of the Company’s Initial Public OfferingIPO;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000, or in the case of an underwritten offering, $50,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.1(a2.3;
(vii) received prior If the Company has filed another Registration Statement (other than Form S-8 or Form S-4 or any successor thereto) that has not yet become effective; or
(viii) If such registration covers Registrable Securities that are issuable upon Exchange under and pursuant to the terms of the Zevia LLC Agreement, if the Zevia LLC Agreement would not, on the date of filing of such Company-initiated the written request for registration, then permit such Exchange, except with the Company shall have delivered written notice to approval of the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such requestCompany’s Board.
Appears in 3 contracts
Sources: Registration Rights Agreement (Zevia PBC), Registration Rights Agreement (Caisse De Depot Et Placement Du Quebec), Registration Rights Agreement (Zevia PBC)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement July 27, 2013 or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) In if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $5.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) or the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than twenty million dollars ($20,000,000);
(iii) in any particular jurisdiction in which the Company would be required to execute a general consent to the service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;.
(iiiiv) After after the Company has initiated two three (23) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect if the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(vii) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) if the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Q2 Holdings, Inc.), Investors’ Rights Agreement (Q2 Holdings, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than twenty million U.S. dollars ($20,000,000);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two three (23) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which that have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a the Company’s initial registration relating solely to employee benefit planswhich is addressed under Section 2.1(b)(i) above); provided that (A) the Company is actively employing in good faith best all reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.)
Limitations on Requested Registration. The No Holder shall make (or be deemed to have made) a Demand Registration Request (and, with respect to Section 2.1(b)(iv), the Company shall not be obligated to effect, or to take any action to effect, any such file a preliminary registration statement) pursuant to this Section 2.1:
(i) Prior prior to the earlier of of: (A) the four (4) year anniversary of the date of this Agreement or July 1, 2008, (B) six one hundred eighty (6180) months calendar days following the effective date of the Company’s Initial Public OfferingOffering and (C) ninety (90) calendar days following a Distribution;
(ii) In any particular jurisdiction in which after the Company would has effected three (3) such registrations pursuant to this Section 2.1; provided, however, that the Company shall only be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated effect two (2) such registrations pursuant to this Section 2.1 following the Initial Public Offering or Distribution (counting for these all purposes of this Section 2.1(b)(ii) only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which either: (A) all securities registered thereunder have been sold, or (B) the registration statement relating thereto has been effective and (2) registrations that closed, or were withdrawn at not suspended for the request of the Holders (other than as a result of a material adverse change to the Companyapplicable period set forth in Section 2.3(a)); or;
(iviii) During during the period starting with the date thirty (30) calendar days (sixty (60) calendar days in the case of an IPO Demand) prior to the Company’s good faith estimate of the reasonably estimated date of filing of, and ending on a the date ninety (90) calendar days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) dayscalendar days in the case of an IPO Demand or such shorter period to which any officer or director of the Company or holder of at least five percent (5%) after of the Company’s outstanding securities is subject pursuant to a lockup restriction similar to that described in Section 2.7) immediately following the effective date of, a Company-initiated any registration statement pertaining to securities offered by the Company (other than a registration relating solely of securities on Form S-8 (as promulgated under the Securities Act), a registration of securities on Form S-4 (as promulgated under the Securities Act), a registration of securities in a Rule 145 transaction, or a registration of securities with respect to an employee benefit plansplan (including in each case pursuant to successor forms and rules); ), provided that (A) the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to be filed (if not already filed) and to become effective andand the managing underwriter(s) of such offering certifies in writing that the registration of Registrable Securities would have, in its reasonable estimation, a material adverse effect on the marketability of the offering for which such registration statement was filed; or
(Biv) with respect if the Company shall furnish to the Holders a certificate signed by any request executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, by majority vote, it would be materially detrimental to the Company for such registration pursuant statement to Section 2.1(a) received prior be filed in the date near future and that it is, therefore, in the best interests of the Company to defer the filing of such Company-initiated registrationregistration statement, then the Company shall have delivered written notice the right to the holders defer such filing for a period of Registrable Securities of its intent to file such registration within thirty not more than ninety (3090) calendar days after its receipt of such request.the Demand Registration Request; provided, however, that the Company shall not defer its obligation in this manner for more than an aggregate of one hundred twenty (120) calendar days in any consecutive twelve-month period; or
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Google Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, that reflects a pre-money valuation of the Company of less than $125,000,000 and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $30,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 2 contracts
Sources: Side Letter Agreement (Juno Therapeutics, Inc.), Side Letter Agreement (Juno Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters' discounts and expenses, the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orWithdrawn Registrations;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Quantenna Communications Inc), Investors' Rights Agreement (Quantenna Communications Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities, the estimated aggregate proceeds of which are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) three such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to when the Company’s Company makes a good faith estimate determination of its intent to file within the date of filing ofnext ninety (90) days, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (Ax) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, and (By) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written provides prior notice to the holders of Registrable Securities of its intent to file such registration all Holders within thirty (30) days after its receipt of such the Initiating Holders’ request; or
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (eASIC Corp), Investors’ Rights Agreement (eASIC Corp)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to Before the earlier of of: (Ai) the four five (45) year anniversary of the date of this Agreement or (Bii) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration under the Securities Act filed by the Company for an offering of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) with aggregate gross proceeds of less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, sold and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to before the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided provided, however, that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Minerva Surgical Inc), Investors’ Rights Agreement (Minerva Surgical Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement hereof or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (exclusive of deduction for underwriter’s discounts and commissions related to the issuance) are not greater than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) and such registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been ordered or declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); oreffective;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Mulesoft, Inc), Investors’ Rights Agreement (Mulesoft, Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days);
(ii) In if the Company has not yet offered securities pursuant to a registration statement and the Initiating Holders propose to sell less than 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate net proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) greater than $10,000,000;
(iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After after the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During during the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) daysdays in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plans)the offering have terminated; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective;
(vi) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by a majority-in-interest of the Initiating Holders (subject to the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned); or
(Bvii) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, if the Company shall have delivered written notice and the Initiating Holders are unable to obtain the holders commitment of Registrable Securities of its intent the underwriter described in clause (b)(vii) above to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Principia Biopharma Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four seven (47) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriters’ discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closedWithdrawn Registrations);
(v) If the Company delivers written notice to the Initiating Holders, or were withdrawn at the request of the Holders within thirty (other than as a result 30) days of a material adverse change request by the Initiating Holders to effect a registration pursuant to this Section 2.1, of its good faith intent to file, within the Company)); or
(iv) During the period starting with the date following sixty (60) days prior to the days, a Company’s good faith estimate of the date of filing of, and -initiated registration; such period ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a of such Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3 (Registration on Form S-3);
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Aardvark Therapeutics, Inc.), Investors’ Rights Agreement (Aardvark Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price of less than $10,000,000 (net of underwriters’ discounts and expenses);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) In the event the Initiating Holders have requested a registration to be effected in a jurisdiction other than the United States, to the extent the Board determines in its sole discretion that such registration would impose materially more burdensome or costly obligations on the part of the Company as compared to those to which the Company would be subject if the request was for a registration to be effected in the United States;
(v) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvii) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(viii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(ix) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(viii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Zoom Video Communications, Inc.), Investors’ Rights Agreement (Zoom Video Communications, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 or any similar short form registration statement pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Ambarella Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months 180 days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective;
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable consent of the Company); provided, (B) with respect to any request for registration however, that such requirement shall not apply in the event the Company requests inclusion pursuant to Section 2.1(a2.1(d); and
(viii) received prior the date of filing of such Company-initiated registration, If the Company shall have delivered written notice and the Initiating Holders are unable to obtain the holders commitment of Registrable Securities of its intent the underwriter described in clause (b)(vii) above to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Kinnate Biopharma Inc.), Investors’ Rights Agreement (Kinnate Biopharma Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement the Investment Agreement, dated June 10, 2016, by and among the Company and the other parties thereto (the “Investment Agreement”) or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringregistration statement filed by the Company for an IPO (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; Registration Rights Agreement re Crispr Therapeutics AG 8
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (CRISPR Therapeutics AG)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (Aa) the four (4) year anniversary of the date of this the Prior Agreement or (Bb) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such request.a request made under Section 2.3 hereof ; and
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Pubmatic, Inc.), Investors’ Rights Agreement (Pubmatic, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s first registration statement filed by the Company covering an Initial Public OfferingOffering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, of and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that if such registration is an Initial Public Offering the period shall end a date one hundred eighty (A180) days after the effective date of such Initial Public Offering; provided further that the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior and provided further, that in the date case of filing of such Company-initiated registrationan Initial Public Offering, the Company shall have delivered written delivers notice to the holders of Registrable Securities Holders of its intent to file such a registration statement covering an Initial Public Offering within thirty (30) days after its receipt of any request for registration made pursuant to Section 2.1(a) hereof;
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(vii) If the Initiating Holders do not request that such requestoffering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or
(viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $30,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During Unless such registration involves a Direct Listing, during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file a request made under Section 2.3;
(vii) Unless such registration within thirty involves a Direct Listing, if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (30subject to the consent of the Company); or
(viii) days after its receipt Unless such registration involves a Direct Listing, if the Company and the Initiating Holders are unable to obtain the commitment of such requestthe underwriter described in clause (b)(vii) above to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (ForgeRock, Inc.), Investors’ Rights Agreement (ForgeRock, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) three such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Zogenix, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and either (A) the aggregate proceeds of such Registrable Securities (prior to deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000 or (B) such Registrable Securities constitute less than twenty percent (20%) of the Registrable Securities then outstanding;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the thirty (30) day period starting commencing with the date sixty (60) days prior receipt of a request made pursuant to Section 2.1(a), the Company delivers notice to the Company’s good faith estimate Holders of Registrable Securities that the date Company intends to file a registration statement under the Securities Act in connection with a public offering of filing of, and ending on its securities within a date ninety (90) days (or in day period from the case date of the Company’s Initial Public Offering, one hundred eighty (180) days) after notice given by the effective date of, a Company-initiated registration (other than a registration relating solely Company to employee benefit plansthe Holders of Registrable Securities pursuant to this Section 2.1(b)(v); provided that (A) the Company is actively employing in good faith best all commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2:
(i1) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii2) If the Holder or Holders of not less than fifty percent (50%) of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(3) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii4) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 1.2 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Companyregistrations)); or;
(iv5) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(B6) with respect If the Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 1.4;
(7) If the Holders do not request that such offering be firmly underwritten by underwriters selected by the Holders (subject to the consent of its intent the Company); or
(8) If the Company and the Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(7) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price of less than $8.94 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided provided, that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; or
(vii) If the Company and the Initiating Holders are unable to obtain the commitment of its intent the underwriter described in clause (b)(vii) above to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (4) year 5)-year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred twenty (90120) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, If the Company shall have delivered written delivers notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after of any registration request of its receipt intent to file a registration statement for an Initial Public Offering within ninety (90) days;
(vii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(viii) If the Initiating Holders do not request that such requestoffering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or
(ix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viii) above to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) pursuant to a registered offering that is listed on either the NASDAQ Stock Market, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange or any United States national securities exchange affiliated therewith, and any of their successors, the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $50,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders propose to sell Registrable Securities and such other securities (if any) with aggregate proceeds (before deductions of underwriters’ commissions and expenses) which are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing or submission, as the case may be, of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by Company; or
(viii) If the Company and the Initiating Holders are unable to obtain the commitment of its intent the underwriter described in clause (b)(vii) above to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Unity Biotechnology, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (the “Effective Date”);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) amounting in aggregate proceeds of less than $25,000,000 (excluding deduction for underwriter’s discounts and expenses related to the issuance);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investor Rights Agreement (Phunware, Inc.), Investor Rights Agreement (Stellar Acquisition III Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $0.18 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Kinemed Inc), Investors’ Rights Agreement (Kinemed Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of one hundred and eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After after the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv) During during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bv) with respect if the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities the offer and sale of its intent which may be registered immediately on Form S-3 pursuant to file a request made under Section 2.3 hereof;
(vi) if the Initiating Holders do not request that such registration within thirty offering be firmly underwritten by underwriters selected by the Initiating Holders (30subject to the consent of the Company); and
(vii) days after its receipt if the Company and the Initiating Holders are unable to obtain the commitment of such requestthe underwriter described in clause (b)(vi) above to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Phaserx, Inc.), Investors’ Rights Agreement (Phaserx, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $10.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) or the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration subject to Section 2.2 below (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Figure Technology Solutions, Inc.), Investors’ Rights Agreement (FT Intermediate, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated completed two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 in an underwritten offering pursuant to file a request made under Section 2.3 (i n which case Section 2.3 shall apply to such registration within thirty demand);
(30vii) days after its receipt If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable consent of such requestthe Company); or
(viii) If the Company and the Initiating Holders are unable to obtain the commitment of an underwriter as described in clause (b)(vii) above to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement February 24, 2016 or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, sold and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Asante Solutions, Inc.), Investors’ Rights Agreement (Asante Solutions, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate gross proceeds of which (before deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) and such registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Companyeffective)); or;
(ivv) During the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12.3:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After In the sixth month period following the date on which the Company has initiated two (2) any such registrations registration pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.3;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Sonos Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) five-year anniversary of the date of this Agreement or (B) six (6) months 180 days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities for aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) of less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90x) days (or in the case of with respect to the Company’s Initial Public Offering, one hundred eighty (180) days) 180 days after the effective date of, a Company-initiated registration (other than a or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated), and (y) with respect to any Company-initiated registration relating solely to employee benefit plans)of its Common Stock following its Initial Public Offering, 90 days after the effective date of such Company-initiated registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company which shall not be unreasonably withheld); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Annexon, Inc.), Investors’ Rights Agreement (Annexon, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration sale of Registrable Securities pursuant to this Section 2.12.2:
(i) Prior If the aggregate number of Registrable Securities proposed to be sold by the Holders at any one time pursuant to the earlier of Requested Registration Statement will not exceed five percent (A5%) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date then-outstanding Common Stock of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations Requested Registrations pursuant to this Section 2.1 2.2 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)Withdrawn Registrations); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, Within one hundred eighty (180) days) days after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit planssuch offering have terminated, such stand-off period not to exceed ninety (90) days from such date of effectiveness); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice not be entitled to the holders of Registrable Securities of its intent preempt a Requested Registration pursuant to file such registration within thirty (30this Section 2.2(b)(iv) days after its receipt of such requestmore than once in any 12-month period.
Appears in 1 contract
Sources: Registration Rights Agreement (SafeNet Holding Corp)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $10.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Upland Software, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior With respect to requests by BlackRock pursuant to Section 2.1(a), prior to the earlier of (A) January 1, 2018 or (B) one hundred eighty (180) days following the effective date of the Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated)
(ii) With respect to requests by Initiating Holders other than BlackRock pursuant to Section 2.1(b), prior to the earlier of (A) the four ten (410) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public OfferingOffering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(iiiii) If BlackRock or the Initiating Holders, as applicable, propose to sell Registrable Securities, the aggregate proceeds of which (after deduction of underwriters’ discounts) are less than $20,000,000;
(iv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 2.1; provided, that if both such registrations were initiated pursuant to Section 2.1(b), BlackRock shall continue to be entitled to one (1) registration pursuant to Section 2.1(a) (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which the securities requested to be registered have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective;
(vii) If BlackRock or the Initiating Holders, (B) with respect as applicable, propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(viii) If BlackRock or the Initiating Holders, as applicable, do not request that such offering be firmly underwritten by underwriters selected by BlackRock or the Initiating Holders, as applicable (subject to the reasonable consent of its intent the Company); and
(ix) If the Company, on the one hand, and BlackRock or the Initiating Holders, applicable on the other hand, are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offering.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four forty-two (442) year month anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which are less than (A) $25,000,000 in the case of the first public offering of the Company’s Common Stock or (B) $10,000,000 in the case of any subsequent public offering of the Company’s Common Stock;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) With respect to file such registration within thirty the first public offering of the Company’s Common Stock, if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investor Rights Agreement (Blue Marble Energy Corp)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the earlier of (Aissuance) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringare less than $10,000,000;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After In any year after the Company has initiated two (2) one such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Propell Technologies Group, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such request.a request made under Section 2.3 hereof; or
Appears in 1 contract
Sources: Investors’ Rights Agreement (Semler Scientific, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) with the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (4) year 5)-year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred twenty (90120) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, If the Company shall have delivered written delivers notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after of any registration request of its receipt intent to file a registration statement for an Initial Public Offering within ninety (90) days;
(vii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(viii) If the Initiating Holders do not request that such requestoffering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viii) above to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement the Initial Closing or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been soldeffective, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Satsuma Pharmaceuticals, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $15,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and a registration which have has been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registration)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If Holders of at least 50% of the Registrable Securities propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of its equity securities to the general public which is declared effective and pursuant to which securities are sold;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) with aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) of less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been soldeffective, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)Withdrawn Registrations); or
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such requesteffective.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four ten (410) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $2.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After With respect to registration requests made by Initiating Holders pursuant to Section 2.1(a)(i), after the Company has initiated two (2) such registrations pursuant thereto;
(v) With respect to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and registration requests made by Initiating Holders pursuant to which securities have been soldSection 2.1(a)(ii), and after the Company has initiated two (2) such registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orpursuant thereto;
(ivvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvii) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(viii) If the Initiating Holders do not request that such offering be firmly underwritten by nationally recognized underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(ix) If the Company and the Initiating Holders are unable to file such registration within thirty (30obtain the commitment of the underwriter described in Section 2.1(b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2:
(i1) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial first registration statement filed by the Company covering a Qualified Public OfferingOffering (as defined in the Restated Certificate);
(ii2) If the Holder or Holders of not less than fifty percent (50%) of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(3) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii4) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 1.2 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Companyregistrations)); or;
(iv5) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(B6) with respect If the Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 1.4;
(7) If the Holders do not request that such offering be firmly underwritten by underwriters selected by the Holders (subject to the consent of its intent the Company); or
(8) If the Company and the Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(7) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement February 14, 2022 or (B) six one hundred and eighty (6180) months days following the effective date of the Companyfirst registration statement filed by the Company covering a firm commitment underwritten public offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(F)(4), or any successor provisions or amendments thereto).
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate gross proceeds of which (before deduction for underwriter’s Initial Public Offeringdiscounts and expenses related to the issuance) are less than $10,000,000;
(iiiii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) and such registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Companyeffective)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (or the subsequent date on which all market standoff agreements applicable to the offering have terminated as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other than a registration relating solely to employee benefit plansdistribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvii) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Peloton Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such request.
Appears in 1 contract
Sources: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two one (21) such registrations registration pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and a registration which have has been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registration)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders dispose of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Cornerstone OnDemand Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior If the Stockholder proposes to sell Registrable Securities, the earlier aggregate proceeds of which (Aafter deduction of underwriters’ discounts) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringare less than $10,000,000;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bv) with respect If the Stockholder proposes to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;
(vi) If the Stockholder does not request that such offering be firmly underwritten by underwriters selected by the Stockholder (subject to the reasonable consent of its intent the Company); and
(vii) If the Company, on the one hand, and the Stockholder on the other hand, are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vi) days after its receipt of such requestabove to firmly underwrite the offering.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) if the aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the earlier of (Aissuance) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringare less than $1,000,000;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orWithdrawn Registrations;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated)]; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.
(vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company, which consent shall not be unreasonably withheld); or
(vii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Registration Rights Agreement (U S Wireless Data Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate gross proceeds to the Company of which (without deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate (as provided in a certificate of such effect executed by an authorized officer of the Company for the benefit of Holders) of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investor Rights Agreement (Zagg INC)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take effect any action to effect, any such registration pursuant to this Section 2.1:2(a):
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate anticipated price to the public of which is less than seven million five hundred thousand dollars ($7,500,000);
(iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell in the aggregate less than thirty percent (30%) of the outstanding Registrable Securities;
(iv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting 2(a), provided that a registration shall be considered “effected” for these purposes only (1of this Section 2(a) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been soldif, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orcutback provisions set forth in Section 2(a)(4) below, at least 80% of all Registrable Securities included in such registration shall have been actually sold;
(ivvi) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a the date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely of securities with respect to an employee benefit plansplan or an SEC Rule 145 transaction); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective; and provided further, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, that the Company shall have delivered written delivers notice to the holders of Registrable Securities Holders of its intent to file effect such registration within thirty (30) days after its receipt of such requestthe request by the Initiating Holders; or
(vii) If the Initiating Holders propose to dispose of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2(c) hereof.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement April 12, 2020 or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Companyeffective)); or;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective;
(v) If such registration is for the Company’s Initial Public Offering and the Initiating Holders request that the offering pursuant to Section 2.1(a) be underwritten in any manner other than a firm commitment basis by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld) holding at least a majority of the Shares held by all Initiating Holders;
(Bvi) with respect If such registration is for the Company’s Initial Public Offering and the Company and the Initiating Holders are unable to any request for obtain the commitment of the underwriter(s) described in Section 2.1(d) or clause (v) above, as the case may be, to firmly underwrite the respective offerings; or
(vii) If the Company shall have effected a registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty one hundred eighty (30180) days after its preceding the Company’s receipt of such the Initiating Holder’s request.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Raindance Technologies Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst Qualified IPO (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Investors, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or;
(ivv) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the date of filing of, ; provided the Company provides the holders of Registrable Securities notice of such filing within 30 days after the Company has received notice from the Initiating Investors pursuant to Section 2.1(a); and ending on a date ninety (90) 180 days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Investors propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; and
(vii) If the Company and the Initiating Investors are unable to obtain the commitment of its intent the underwriter described in Section 2.1(e) to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Experience Investment Corp.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.15.1:
(i1) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii2) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(3) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii4) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 5.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv5) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(B6) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 5.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s registration statement filed by the Company for the Initial Public OfferingOffering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for an aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $50,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closedWithdrawn Registrations), or were withdrawn at the request of the Holders (other than as a result of except if such withdrawal is based upon a material adverse change in the condition, business or prospects of the Company which was not known to the Company)); orInitiating Holders at the time of their request;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Via Transportation, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any Other Shares entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated completed two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 in an underwritten offering pursuant to file a request made under Section 2.3 (in which case Section 2.3 shall apply to such registration within thirty demand);
(30vii) days after its receipt If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable consent of such requestthe Company); or
(viii) If the Company and the Initiating Holders are unable to obtain the commitment of an underwriter as described in clause (b)(vii) above to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Castle Biosciences Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for aggregate proceeds that (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or.
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Recursion Pharmaceuticals, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate net proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $30,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1Subsection 2.2:
(i) Prior to the earlier of (A) the four one (41) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 Subsection 2.2 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Subsection 2.4;
(vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company);
(vii) If the Company and the Initiating Holders are unable to file obtain the commitment of the underwriter described in clause (b)(vi) above to firmly underwrite the offer; and
(viii) If the Initiating Holders, together with the holder of any other securities of the Company entitled to inclusion in such registration within thirty statement, propose to sell Registrable Securities for aggregate proceeds (30after deducting underwriter’s discounts and expenses related to the issuance) days after its receipt of such requestare less than $5,000,000.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Helios & Matheson Analytics Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Companyfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s Initial Public Offeringdiscounts and expenses related to the issuance) are less than $5,000,000;
(iiiii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orWithdrawn Registrations;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.1:
(i) Prior to Until the earlier of (Ax) the four three (43) year anniversary of years after the date of this Agreement Agreement, or (By) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten public offering of any of its securities to the general public;
(ii) In If the Initiating Holders, together with the holders of any particular jurisdiction in which other securities of the Company would be required entitled to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service inclusion in such jurisdiction registration statement, propose to sell Registrable Securities and except as may be required by such other securities (if any) the Securities Actaggregate proceeds of which are less than $5,000,000;
(iii) After the Company has initiated and consummated two (2) such registrations pursuant to this Section 2.1 or within six (counting for these purposes only (16) registrations where at least 75% months of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result date of a material adverse change to registration statement previously requested by the Company)); orInitiating Holders under this Section 2.1;
(iv) During the period starting with the date sixty (60) days (or, if the Company is then qualified for registration on a Short Form, thirty (30) days) prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days (or, if the Company is then qualified for registration on a Short Form, ninety (90) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bv) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on a Short Form pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investor Rights Agreement (Stonegate Mortgage Corp)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one (A) the four (41) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public OfferingClosing;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, sold and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Sources: Registration Rights Agreement (API Technologies Corp.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) five year anniversary of the date of this Agreement or (B) six (6) months 180 days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $30,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four second (42nd) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Company delivers notice to the holders of the Registrable Securities within thirty (30) days of any such registration request of its intent to file a registration statement for an Initial Public Offering within ninety (90) days;
(iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (without deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 2.1; (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been soldmaintained as effective in accordance with this Agreement, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) that, the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, effective; or
(Bvii) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investor Rights Agreement (Kythera Biopharmaceuticals Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Applied Molecular Transport LLC)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement April 30, 2018 or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of such offering (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days);
(ii) In if the Company has not yet offered securities pursuant to a registration statement and the Initiating Holders propose to sell less than 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate net proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) greater than $10,000,000;
(iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After after the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During during the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) daysdays in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plans)the offering have terminated; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such request.effective;
Appears in 1 contract
Sources: Investors’ Rights Agreement (Principia Biopharma Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior prior to the earlier of (A) the four fifth (45th) year anniversary of the date of this Agreement hereof or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offering;
(ii) In if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $80,000,000;
(iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After if (A) the registration is initiated by Common Holders holding a sufficient number of Registrable Securities and the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders Common Holders, or (other than as B) the registration is initiated by the Investors holding a result sufficient number of a material adverse change Registrable Securities and the Company has effect two (2) such registrations pursuant to this Section 2.1, at the Company))request of the Investors; or
(ivv) During during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)Initial Public Offering; provided that (A) the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective andeffective, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, and provided that the Company shall have delivered written delivers notice to the holders Holders of Registrable Securities of its intent to file such registration statement within thirty (30) days after its receipt of such requestany request for registration by the Initiating Holders.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Barracuda Networks Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than twenty million U.S. dollars ($20,000,000);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which that have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a the Company’s initial registration relating solely to employee benefit planswhich is addressed under Section 2.1(b)(i) above); provided that (A) the Company is actively employing in good faith best all reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Cardiva Medical, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) : Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offering;
Offering (iior, with respect to each Holder, the subsequent date on which all market stand-off agreements between such Holder and the Company applicable to the offering have terminated); If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) for aggregate proceeds (after deduction for underwriter’s discounts and expenses related to the issuance) of less than $10,000,000; In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) ; After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)Withdrawn Registrations); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or, with respect to employee benefit planseach Holder, ending on the subsequent date on which all market stand-off agreements between such Holder and the Company applicable to the offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, (B) with respect effective; If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such request.a request made under Section 2.3;
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) and such registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); oreffective;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) five year anniversary of the date of this Agreement or (B) six (6) months 180 days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriter’s discounts and expenses, of less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); and
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Establishment Labs Holdings Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) date on which any market stand-off agreements applicable to the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public OfferingHolder have terminated;
(ii) If the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $5,000,000, unless such request for registration covers all remaining Registrable Securities;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two three (23) such registrations pursuant to this Section 2.1 (counting for these Section 2.1 purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which all securities covered thereby have been sold, and (2y) Withdrawn Registrations) and registrations that closedpursuant to Section 2.3, or were withdrawn at in the request of the Holders (other than as a result of a material adverse change to the Company)); oraggregate;
(ivv) During the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date ofof (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated), a Company-initiated registration (other than a registration relating solely to employee benefit plansplans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, (B) and complies with respect its obligations to any request for registration include Registrable Securities pursuant to Section 2.1(a2.2; or
(vi) received prior If the date Holder proposes to dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); orWithdrawn Registrations;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective effective; and,
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of one hundred eighty (A180) the four (4) year anniversary of the date of this Agreement or (B) six (6) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $1.20 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Genesis Financial Inc)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days);
(ii) If the Company has not yet offered securities pursuant to a registration statement and the Initiating Holders propose to sell less than 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at least $20,000,000 (or if after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price of at least $5,000,000);
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated, not to exceed an additional thirty-four (34) days); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent that may be registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Edgewise Therapeutics, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, (i) propose to sell Registrable Securities and such other securities (if any) if the anticipated offering would not exceed an aggregate offering price to the public, net of underwriters’ discounts and expenses, of $7,500,000 or (ii) may freely trade all of their Registrable Securities in any three-month period pursuant to Rule 144 anytime following the first anniversary of the Company’s Initial Public Offering;
(iiiii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (or, with respect to the Specified Holder, one such registration) (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely pertaining to employee benefit plans)the Initial Public Offering; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such requesteffective.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) three year anniversary of the date of this Agreement Agreement, or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the earlier date on which all market stand off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell a majority of the Registrable Securities for which the anticipated aggregate offering price is less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date (or ending on the earlier date on which all market stand off agreements applicable to the offering have terminated) of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective andeffective; provided, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registrationfurther, that the Company shall have delivered written has provided thirty (30) days notice to the holders of Registrable Securities of Holders regarding its intent to file such registration statement within thirty sixty (3060) days after its receipt of such requestnotice;
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3.
Appears in 1 contract
Sources: Investor Rights Agreement (Oyster Point Pharma, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year 18-month anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract
Sources: Investors’ Rights Agreement (U.S. Auto Parts Network, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four three (43) year anniversary of the date of this Agreement Closing or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or2.1;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of its intent the Company); or
(viii) If the Company and the Initiating Holders are unable to file such registration within thirty obtain the commitment of the underwriter described in clause (30b)(vii) days after its receipt of such requestabove to firmly underwrite the offer.
Appears in 1 contract
Sources: Investor Rights Agreement (ShockWave Medical, Inc.)
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four five (45) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) If the Initiating Holders, together with the holders of any Other Shares entitled to inclusion in such registration statement, propose to sell Registerable Securities and such Other Shares (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $30,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective;
(Bvi) with respect If the Initiating Holders propose to any request for registration dispose of shares of Registerable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.1(a2.3 hereof;
(vii) received prior If the date Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of filing of such the Company-initiated registration, ); and
(viii) If the Company shall have delivered written notice and the Initiating Holders are unable to obtain the holders commitment of Registrable Securities of its intent the underwriter described in clause (b)(vii) above to file such registration within thirty (30) days after its receipt of such requestfirmly underwrite the offer.
Appears in 1 contract
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four One (41) year anniversary of the date of this Agreement or (B) six one hundred eighty (6180) months days following the effective date of the Company’s Initial Public Offeringfirst registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) If the Initiating Holders propose to sell Registrable Securities equal to less than 30% of the total outstanding Registrable Securities, unless the anticipated aggregate proceeds of such sale (after deduction for underwriter's discounts and expenses related to the issuance) would exceed $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iiiiv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the CompanyWithdrawn Registrations)); or;
(ivv) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that (A) the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective and, effective; or
(Bvi) with respect If the Initiating Holders propose to any request for registration pursuant to Section 2.1(a) received prior the date dispose of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders shares of Registrable Securities of its intent which may be immediately registered on Form S-3 pursuant to file such registration within thirty (30) days after its receipt of such requesta request made under Section 2.3 hereof.
Appears in 1 contract